Swiftmerge Acquisition Corp
For the period ended Mar 13, 2024. Filed Mar 4, 2024.
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Mar 13, 2024 · Filed Mar 4, 2024
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DEF 14A 1 d752682ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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A Cayman Islands Exempted Company
4318 Forman Ave.
Toluca Lake, California 91602
Dear Swiftmerge Acquisition Corp. Shareholder:
You are cordially invited to attend an extraordinary general meeting of Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the*“Company*,” “Swiftmerge,” “we,” “us” or “our”), which will be held on March 13, 2024, at 3:00 p.m., New York Time (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held in person at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 and virtually via live webcast at https://www.cstproxy.com/swiftmergeacquisition/2024 and via teleconference using the following dial-in information:
Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 8357434#
You can vote on the proposals being presented at the Extraordinary General Meeting by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You can also vote by telephone by dialing toll-free 1-866-894-0536 and following the instructions.
The Extraordinary General Meeting be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Articles of Association”). If you wish to attend the Extraordinary General Meeting in person, you must reserve your attendance at least two business days in advance of the Extraordinary General Meeting by contacting Loeb & Loeb LLP at 345 Park Avenue, New York, NY 10154 by 10:00 a.m., New York Time, on March 11, 2024 (two business days prior to the scheduled meeting date). While Shareholders may attend the Extraordinary General Meeting in person at the meeting location, we strongly encourage the Shareholders to attend the meeting virtually or by telephone.
The attached Notice of the Extraordinary General Meeting and proxy statement describe the business Swiftmerge will conduct at the Extraordinary General Meeting and provide information about Swiftmerge that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:
| • | Proposal No. 1 – Extension Amendment Proposal – To approve, as a special resolution, an amendment to Swiftmerge’s Articles of Association as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which Swiftmerge must consummate a business combination from March 15, 2024 (the “Termination Date”) to June 17, 2025 (the “Extended Date”) conditioned upon the approval of the Trust Amendment Proposal. This proposal is referred to as the “Extension Amendment Proposal”); |
| • | Proposal No. 2 – Trust Agreement Amendment Proposal — To approve, as a special resolution, as provided in Annex B to the accompanying proxy statement, an amendment to Swiftmerge’s investment management trust agreement, dated as of December 17, 2021 and as amended on June 15, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date conditioned upon the approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal. This proposal is referred to as the “Trust Agreement Amendment Proposal”; |
| • | Proposal No. 3 – NTA Requirement Amendment Proposal – To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to 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” and such proposal the “NTA Requirement Amendment Proposal”) conditioned upon the approval of the Extension Amendment Proposal; and
| • | Proposal No. 4 – Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit (i) further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal or (ii) where the board of directors has determined it is otherwise necessary (the “Adjournment Proposal”). |
Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.
The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Swiftmerge additional time to complete an initial business combination (the “Business Combination”).
You are not being asked to vote on a Business Combination at this time.
The Amended and Restated Articles of Association and Trust Agreement currently provide that the Company has until March 15, 2024 to consummate a business combination (the “Termination** **Date”). The only way to extend the Termination Date is to get shareholder approval at an extraordinary general meeting.
If each of the Extension Amendment Proposal, the NTA Requirement Amendment Proposal, and the Trust Agreement Amendment Proposal are approved, the Termination Date will be extended from March 15, 2024 to June 17, 2025 (the “Extended Date”).
Swiftmerge’s board of directors (the “Board”) has determined that it is in the best interests of Swiftmerge to seek an extension of the Termination Date and have Swiftmerge shareholders approve the Extension Amendment Proposal, the NTA Requirement Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate a Business Combination. Swiftmerge intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). The Board believes that it is in the best interests of Swiftmerge shareholders that an extension of the Termination Date (the “Extension”) be obtained so that, Swiftmerge will have an additional amount of time to consummate a Business Combination. Without the Extension, Swiftmerge will not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.
Our Board believes that it is improbable that Swiftmerge will be able to negotiate and complete a Business Combination before March 15, 2024. Accordingly, our Board believes that in order for us to potentially consummate an initial business combination, we will need to obtain the Extension.
As contemplated by the Articles of Association, the holders of Swiftmerge public Class A ordinary shares, par value $0.0001 per share issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the consummation of a Business Combination (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.
However, unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension, as described herein, or the Redemption if Swiftmerge does not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.
Swiftmerge’s Articles of Association currently provide that Swiftmerge will not consummate any business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of
such business combination. The purpose of the NTA Requirement Amendment is to add an additional basis on which Swiftmerge may rely, as it has since its initial public offering, so as not to be subject to the “penny stock” rules of the SEC. However, if the Company fails to complete one or more business combinations within 36 months of its IPO, which date is December 17, 2024, it would be in violation of Nasdaq Listing Rule IM-5101-2. In such event, The Nasdaq Stock Market LLC (“Nasdaq”) may suspend or delist the Company’s securities and the Company would not be able to rely on being listed on Nasdaq for purposes of not being deemed a “penny stock” issuer. (See “Risk Factors” at page 23).
On February 22, 2024, the redemption price per Public Share was approximately $10.92 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on 2,246,910 Public Shares outstanding and the aggregate amount on deposit in the Trust Account of approximately $24,557,529 as of February 22, 2024 (including interest not previously released to Swiftmerge to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on February 22, 2024 was $10.99. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.07 less per share than if the Public Shares were sold in the open market. Swiftmerge cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Swiftmerge believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Swiftmerge does not complete a Business Combination on or before the Termination Date.
If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are not approved Swiftmerge will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of aper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Swiftmerge’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Swiftmerge’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Swiftmerge’s obligations under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), as amended from time to time, to provide for claims of creditors and other requirements of applicable law.
Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal require a special resolution under the Companies Act, being the affirmative vote of at leasttwo-thirds (2/3) of such holders of the issued and outstanding Public Shares and the Class B Ordinary Shares, par value $0.0001 per share, and the Class A ordinary shares which were converted in June 2023 from Class B ordinary shares (collectively, the “Founder Shares”), including shares held by the Sponsor, being entitled to do so, to vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Public Shares and the Founder Shares are together referred to as the “Ordinary Shares.”
Approval of the Extension Amendment Proposal, and the NTA Requirement Amendment Proposal, requires an special resolution under the Companies Act and, in the case of the Trust Agreement Amendment Proposal pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.
Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal at the Extraordinary General Meeting.
The Board has fixed the close of business on February 26, 2024 (the “Record Date”) as the date for determining Swiftmerge shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Public Shares and Founder Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Ordinary Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.
Swiftmerge believes that given Swiftmerge’s expenditure of time, effort and money on searching for a Business Combination, it is in the best interests of Swiftmerge shareholders that Swiftmerge obtain the Extension. Swiftmerge believes a Business Combination will provide significant benefits to its shareholders.
After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal are in the best interests of Swiftmerge and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.
Swiftmerge’s directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and private placement warrants (as defined below). See the section entitled “Extraordinary General Meeting of Swiftmerge Shareholders — Interests of the Initial Shareholders” in this proxy statement.
Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Swiftmerge urges you to read this material carefully and vote your shares.
By Order of the Board of Directors of Swiftmerge Acquisition Corp.
/s/ John S. Bremner
John S. Bremner
Chief Executive Officer March 4, 2024
Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at leasttwo-thirds (2/3) of such holders of the issued and outstanding Public Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement
** Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Public Shares and Founder Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, Trust Agreement Amendment Proposal, NTA Requirement Amendment Proposal or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.**
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF SWIFTMERGE ACQUISITION CORP.
TO BE HELD ON MARCH 13, 2024
To the Shareholders of Swiftmerge Acquisition Corp.:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the*“Company*,” “Swiftmerge,” “we,” “us” or “our”), will be held on March 13, 2024, at 3:00 p.m., New York Time. The Extraordinary General Meeting will be held in person at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 and virtually via live webcast at https://www.cstproxy.com/swiftmergeacquisition/2024 and via teleconference using the following dial-in information:
Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 8357434#
You can vote on the proposals being presented at the Extraordinary General Meeting by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You can also vote by telephone by dialing toll-free 1-866-894-0536 and following the instructions.
You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless Swiftmerge determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated March 4, 2024 and is first being mailed to shareholders on or about that date:
| • | Proposal No. 1 – Extension Amendment Proposal – To approve, as a special resolution, an amendment to Swiftmerge’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to this proxy statement, to extend the date by which Swiftmerge must consummate a business combination from March 15, 2024 (the “Termination Date”) to June 17, 2025 (the “Extended Date”). This proposal is referred to as the “Extension Amendment Proposal”). |
| • | Proposal No. 2 – Trust Agreement Amendment Proposal — To approve, as a special resolution, as provided in Annex B to this proxy statement, an amendment to Swiftmerge’s investment management trust agreement, dated as of December 17, 2021 and as amended on June 15, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date. This proposal is referred to as the “Trust Agreement Amendment Proposal”; |
| • | Proposal No. 3 – NTA Requirement Amendment Proposal – To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to 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” and such proposal the “NTA Requirement Amendment Proposal”); and |
| • | Proposal No. 4 – Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment (the “Adjournment Proposal”). |
The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow Swiftmerge additional time to complete an initial business combination (the “Business Combination”).
You are not being asked to vote on a Business Combination at this time.
The Articles of Association and Trust Agreement currently provide that the Company has until March 15, 2024 to consummate a Business Combination. The only way to extend the Termination Date after March 15, 2024 is to conduct an extraordinary general meeting for a separate shareholder vote under the Articles of Association and the Trust Agreement.
If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are approved, the Termination Date will be extended from March 15, 2024 to June 17, 2025, the Extended Date.
Swiftmerge’s board of directors (the “Board”) has determined that it is in the best interests of Swiftmerge to seek an extension of the Termination Date and have Swiftmerge’ shareholders approve the Extension Amendment Proposal to allow for additional time, if needed, to consummate a Business Combination. Swiftmerge intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination**Extraordinary General Meeting”). The Board believes that it is in the best interests of Swiftmerge shareholders that an extension of the Termination Date (the “Extension”) be obtained so that Swiftmerge will have an additional amount of time to consummate a Business Combination. Without the Extension, Swiftmerge will not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.
Our Board believes that it is improbable that Swiftmerge will be able to negotiate and complete a Business Combination before March 15, 2024. Accordingly, our Board believes that in order for us to potentially consummate an initial business combination, we will need to obtain the Extension.
As contemplated by the Articles of Association, the holders Swiftmerge’s public Class A ordinary shares, par value $0.0001 per share, issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two (2) business days prior to the consummation of the Extraordinary General Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.
However, unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if Swiftmerge does not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account any Redemptions.
Swiftmerge’s Articles of Association currently provide that Swiftmerge will not consummate any business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of the NTA Requirement Amendment is to add an additional basis on which Swiftmerge may rely, as it has since its IPO, so as not to be subject to the “penny stock” rules of the SEC. However, if the Company fails to complete one or more business combinations within 36*** ***months of its IPO, which date is December 17, 2024, it would be in violation of Nasdaq Listing Rule IM-5101-2. In such event, Nasdaq may suspend or delist the Company’s securities and the Company would not be able to rely on being listed on Nasdaq for purposes of not being deemed a “penny stock” issuer. (See “Risk Factors” at page 23).
On February 22, 2024, the redemption price per Public Share was approximately $10.92 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on 2,246,910 Public Shares outstanding and the aggregate amount on deposit in the Trust Account of approximately $24,557,529 as of February 22, 2024 (including interest not previously released to Swiftmerge to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on February 22, 2024 was $10.99. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.07 less per share than if the Public Shares were sold in the open market. Swiftmerge cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Swiftmerge believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Swiftmerge does not complete a Business Combination on or before the Termination Date.
Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if Swiftmerge does not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account any Redemptions.
If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are not approved, Swiftmerge will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of aper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Swiftmerge’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Swiftmerge’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Swiftmerge’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.
To exercise your redemption rights, you must tender your Public Shares to Swiftmerge’s transfer agent at least two (2) business days, which is March 11, 2024, prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
Subject to the foregoing, the approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at leasttwo-thirds (2/3) of such holders of the issued and outstanding Public Shares and the Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Public Shares and the Founder Shares are together referred to as the Ordinary Shares.
Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.
Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal at the Extraordinary General Meeting.
Record holders of Public Shares and Founder Shares at the close of business on February 26, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the record date of the Extraordinary General Meeting, there were 7,871,910 ordinary shares outstanding, of which 5,621,910 were Class A ordinary shares and 2,250,000 were Class B ordinary shares. Swiftmerge’s warrants do not have voting rights.
This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Swiftmerge urges you to read this material carefully and vote your shares.
This proxy statement is dated March 4, 2024 and is first being mailed to shareholders on or about that date.
By Order of the Board of Directors of Swiftmerge Acquisition Corp.
/s/ John S. Bremner
John S. Bremner
Chief Executive Officer
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.