Swiftmerge Acquisition Corp
For the period ended Sep 30, 2024. Filed Nov 13, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 13, 2024
ANNA$2.04+4.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-29.
0001213900-24-073913
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001213900-24-097353
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 51 previous paragraphs and 53 current paragraphs.
30 unchanged; 18 reworded; 5 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Promissory Note - Related Party
Current report
Due to Related Party
Current report
The Company had $200,000 and $0 due to related party as of September 30, 2024 and December 31, 2023 respectively. The amount as of September 30, 2024 relates to advisory services provided to the Company during the year.
Current report
First Amendment to Merger Agreement
Current report
On October 8, 2024, the Swiftmerge Parties and AleAnna entered into the First Amendment to the Merger Agreement (the “Merger Agreement Amendment”), which, among other things, revised certain provisions relating to the payment of SPAC Transaction Expenses or other SPAC Liabilities upon the closing of the Business Combination, including the addition of a closing condition that all such payments have been made, removed the requirement that the Company, HoldCo and certain of the Company Members enter into a Tax Receivable Agreement and revised the Amended and Restated HoldCo LLC Agreement to eliminate cash settlement in the mechanics for exchanges of Class C HoldCo Units and Surviving PubCo Class C Common Stock for Surviving PubCo Class A Common Stock.
Removed paragraphs (3)
Previous report
Promissory Note
Previous report
Net (loss) Income Per Ordinary Share
Previous report
Net (loss) income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The company has not considered the effect of the warrants sold in the Initial Public Offering as part of the Units and the Private Placement Warrants in the calculation of diluted income per share, because the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Reworded paragraphs (18)
Previous wording
For the three months ended June 30, 2024, we had a net loss of $335,510, which resulted from formation and operating costs of $529,467, offset by a gain on investments held in the Trust Account of $173,957.
Current wording
For the three months ended September 30, 2024, we had a net loss of $77,178, which resulted from formation and operating costs of $256,436, offset by a gain on investments held in the Trust Account of $179,258.
Previous wording
For the three months ended June 30, 2023, we had net income of $1,472,815, which resulted from a gain on investments held in the Trust Account of $2,685,418, offset by $1,212,603 of formation and operating costs.
Current wording
For the three months ended September 30, 2023, we had net income of $347,967, which resulted from a gain on investments held in the Trust Account of $1,198,052, offset by $850,085 of formation and operating costs.
Previous wording
For the six months ended June 30, 2024, we had a net loss of $446,579, which resulted from formation and operating costs of $930,442, offset by a gain on investments held in the Trust Account of $483,863.
Current wording
For the nine months ended September 30, 2024, we had a net loss of $523,757, which resulted from formation and operating costs of $1,186,878, offset by a gain on investments held in the Trust Account of $663,121.
Previous wording
For the six months ended June 2023, we had net income of$2,583,055, which resulted from a gain on investments held in the Trust Account of $5,014,364, offset by formation and operating costs of$2,431,309.
Current wording
For the nine months ended September 30, 2023, we had net income of$2,931,022, which resulted from a gain on investments held in the Trust Account of $6,212,416, offset by formation and operating costs of$3,281,394.
Previous wording
As of June 30, 2024, the Company had cash held outside of the Trust Account of $2,633 and a working capital deficit of $3,952,367.
Current wording
As of September 30, 2024, the Company had cash held outside of the Trust Account of $9,520 and a working capital deficit of $4,208,803.
Previous wording
Our liquidity needs up to June 30, 2024 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, a loan under the Promissory Note from our Sponsor of $149,172, and the net proceeds from the consummation of the private placement not held in the Trust Account. The Promissory Note was repaid in full on December 21, 2021. On May 19, 2023, the Sponsor provided a $200,000 Advance to the Company. On September 15, 2023, the Company issued an unsecured promissory note (the “Note”) with the Sponsor of up to $500,000 in the aggregate for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination and the Advance was converted into the first proceeds on the Note. This note was subsequently amended for a principal balance of $600,000 in November 2023, an additional $85,000 in April 2024, and an additional $26,000 in May 2024. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. As of June 30, 2024, the balance under the Note was $711,000. As of June 30, 2024, the Sponsor did not elect to convert any of the principal to warrants. In addition, in order to finance transaction costs in connection with an initial Business Combination, our officers, directors and initial shareholders may, but are not obligated to, provide the Company with working capital loans. To date, there are no amounts outstanding under any working capital loans.
Current wording
Our liquidity needs up to September 30, 2024 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, a loan under the Promissory Note from our Sponsor of $149,172, and the net proceeds from the consummation of the private placement not held in the Trust Account. The Promissory Note was repaid in full on December 21, 2021. On May 19, 2023, the Sponsor provided a $200,000 Advance to the Company. On September 15, 2023, the Company issued an unsecured promissory note (the “Note”) with the Sponsor of up to $500,000 in the aggregate for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination and the Advance was converted into the first proceeds on the Note. This note was subsequently amended for a principal balance of $600,000 in November 2023, an additional $85,000 in April 2024, and an additional $26,000 in May 2024. The Company received an additional $295,000 from Sponsor in August 2024. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. The Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. As of September 30, 2024, the balance under the Note was $1,006,000. As of September 30, 2024, the Sponsor did not elect to convert any of the principal to warrants. We expect that the estimated shortfall in cash in the Company’s operating account that is needed to fund the Company’s operations through the closing of the Business Combination is approximately $366,000, and the Company expects the Sponsor will make an additional loan to the Company to make up for this shortfall. In addition, in order to finance transaction costs in connection with an initial Business Combination, our officers, directors and initial shareholders may, but are not obligated to, provide the Company with working capital loans. To date, there are no amounts outstanding under any working capital loans.
Previous wording
For the six months ended June 30, 2024, net cash used in operating activities was $456,716, which was due to a gain on investments held in the Trust Account of $483,863 and net loss of $446,579, offset by our changes in working capital of $473,726.
Current wording
For the nine months ended September 30, 2024, net cash used in operating activities was $744,829, which was due to a gain on investments held in the Trust Account of $663,121 and net loss of $523,757, offset by our changes in working capital of $442,049.
Previous wording
For the six months ended June 2023, net cash used in operating activities was $489,014, which was due to a gain on investments held in the Trust Account of $5,014,364, offset in part our net income of $2,583,055 and by changes in working capital of $1,942,295.
Current wording
For the nine months ended September 30, 2023, net cash used in operating activities was $792,137, which was due to a gain on investments held in the Trust Account of $6,212,416, offset in part our net income of $2,931,022 and by changes in working capital of $2,489,257.
Previous wording
For the six months ended June 30, 2024, net cash provided by investing activities of $11,325,822 represents the payment from the Trust Account to redeeming shareholders.
Current wording
For the nine months ended September 30, 2024, net cash provided by investing activities of $11,325,822 represents the payment from the Trust Account to redeeming shareholders.
Previous wording
For the six months ended June 2023, net cash provided by investing activities of $211,918,104 represents the payment from the Trust Account to redeeming shareholders.
Current wording
For the nine months ended September 30, 2023, net cash provided by investing activities of $211,918,104 represents the payment from the Trust Account to redeeming shareholders.
Previous wording
For the six months ended June 30, 2024, net cash used in financing activities of $11,014,822 due to payments to redeeming share holders, partially offset by cash inflow from related party promissory note and proceeds from related party.
Current wording
For the nine months ended September 30, 2024, net cash used in financing activities of $10,719,822 due to payments to redeeming share holders of $11,325,822, partially offset by cash inflow from related party promissory note of $406,000, and proceeds from related party loans of $200,000.
Previous wording
For the six months ended June 2023, net cash used in financing activities of $211,718,104 due to payments to redeeming share holders, partially offset by cash inflow from related party promissory note.
Current wording
For the nine months ended September 30, 2023, net cash used in financing activities of $211,518,104 due to payments to redeeming share holders of $211,918,104, partially offset by cash inflow from related party promissory note of $400,000.
Previous wording
As of June 30, 2024, we had cash of $2,633 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of September 30, 2024, we had cash of $9,520 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. Management plans to address liquidity uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company.
Previous wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of up to $1,000 for office space and administrative support to the Company. We began incurring service fees on December 17, 2021 and will continue to incur such fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.
Current wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of up to $1,000 for office space and administrative support to the Company, which the Sponsor waived on September 27, 2024.
Previous wording
On May 19, 2023, the Sponsor provided a $200,000 advance to the Company. On September 15, 2023, the Company issued an unsecured promissory note with the Sponsor of up to $500,000 in the aggregate for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination and the Advance was converted into the first proceeds on the Note. The note was subsequently amended for a principal balance of $600,000 in November 2023 and for an additional $85,000 in April 2024. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. At any time, at the option of the Sponsor. the Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. Also, there was an additional draw in May 2024 for $26,000. As of June 30, 2024, the balance under the Note was $711,000. As of June 30, 2024, the Sponsor did not elect to convert any of the principal to warrants.
Current wording
On May 19, 2023, the Sponsor provided a $200,000 advance to the Company. On September 15, 2023, the Company issued an unsecured promissory note with the Sponsor of up to $500,000 in the aggregate for costs and expenses reasonably related to the Company’s working capital needs prior to the consummation of the Business Combination and the Advance was converted into the first proceeds on the Note. The note was subsequently amended for a principal balance of $600,000 in November 2023 and for an additional $85,000 in April 2024. The Note is non-interest bearing and is due the earlier of the consummation of a business combination or the date of liquidation. At anytime, at the option of the Sponsor. the Sponsor may elect to convert all or any portion of the unpaid principal balance of this Note into warrants, at a price of $1.00 per warrant. Also, there was an additional draw in May 2024 for $26,000, and $295,000 in August 2024. As of September 30, 2024, the balance under the Note was $1,006,000. As of September 30, 2024, the Sponsor did not elect to convert any of the principal to warrants.
Previous wording
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of June 30, 2024 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $483,863 as of June 30, 2024.
Current wording
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2024 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $663,121 as of September 30, 2024.
Previous wording
On December 14, 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.
Current wording
On December 14, 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The accounting pronouncement is not expected to have a material impact on the Company’s financial statements and related disclosures.
Previous wording
In connection with the shareholders’ vote at the March 2024 Meeting, 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 Trust Account balance is approximately $13.4 million.
Current wording
In connection with the shareholders’ vote at the March 2024 Meeting, 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 Trust Account balance is approximately $13.7 million.