| ☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | 98-1582153 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Title of each class | Trading Symbol(s) | 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 Stock Market LLC | ||
Class A Ordinary Shares included as part of the units | IVCP | The Nasdaq Stock 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 Stock Market LLC |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
SWIFTMERGE ACQUISITION CORP.
TABLE OF CONTENTS
| Page | ||||||
Item 1. | 1 | |||||
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 | 1 | |||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||
Item 3. | 23 | |||||
Item 4. | 24 | |||||
Item 1. | 24 | |||||
Item 1A. | 25 | |||||
Item 2. | 25 | |||||
Item 3. | 26 | |||||
Item 4. | 26 | |||||
Item 5. | 26 | |||||
Item 6. | 27 | |||||
| 28 | ||||||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”), including, without limitation, statements under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
| • | our ability to select an appropriate target business or businesses; |
| • | our ability to complete our initial business combination; |
| • | our expectations around the performance of the prospective target business or businesses; |
| • | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| • | our potential ability to obtain additional financing to complete our initial business combination; |
| • | our pool of prospective target businesses; |
| • | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as an outbreak or escalation of armed hostilities or acts of war, terrorist attacks, natural disasters or other significant outbreaks of infectious diseases); |
| • | the ability of our officers and directors to generate a number of potential business combination opportunities; |
| • | our public securities’ potential liquidity and trading; |
| • | the lack of a market for our securities; |
| • | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| • | the trust account not being subject to claims of third parties; or |
| • | our financial performance following our initial public offering. |
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors listed above and others described or referenced under the heading “Risk Factors” in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on April 8, 2022 and in Item 1A of Part II in our Quarterly Reports on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 19, 2022 and for the six months ended June 30, 2022, filed with the SEC on August 22, 2022. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described or referenced under “Risk Factors” may not be exhaustive.
ii
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.
iii
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 531,075 | $ | 875,831 | ||||
Prepaid expenses | 554,693 | 561,405 | ||||||
Total current assets | 1,085,768 | 1,437,236 | ||||||
Prepaid insurance - noncurrent | 110,746 | 513,628 | ||||||
Investments held in Trust Account | 228,184,160 | 202,000,481 | ||||||
TOTAL ASSETS | $ | 229,380,674 | $ | 203,951,345 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,425 | $ | 33,057 | ||||
Accrued offering costs | 311,430 | 320,185 | ||||||
Due to Sponsor | 2,284 | 2,284 | ||||||
Accrued expenses | 323,682 | 75,359 | ||||||
Accrued expenses - related part y | 40,516 | 4,516 | ||||||
Total current liabilities | 681,337 | 435,401 | ||||||
Deferred underwriting fee payable | 7,875,000 | 7,000,000 | ||||||
Total liabilities | 8,556,337 | 7,435,401 | ||||||
Commitments and Contingencies (Note 6) | ||||||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,500,000 and 20,000,000 shares issued and outstanding at redemption value of $10.14 and $10.10, respectively. | 228,084,160 | 202,000,000 | ||||||
Shareholders’ Deficit | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 22,500,000 and 20,000,000 shares subject to possible redemption as of September 30, 2022 and December 31, 2021, respectively) | — | — | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,625,000 and 5,750,000 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 562 | 575 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (7,260,385 | ) | (5,484,631 | ) | ||||
Total Shareholders’ Deficit | (7,259,823 | ) | (5,484,056 | ) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 229,380,674 | $ | 203,951,345 | ||||
| Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | Nine Months ended September 30, 2022 | For the Period From February 3, 2021 (Inception) Through September 30, 2021 | |||||||||||||
| Formation and operating costs | $ | 218,553 | $ | — | $ | 1,000,286 | $ | 6,728 | ||||||||
| Loss from operations | (218,553 | ) | — | (1,000,286 | ) | (6,728 | ) | |||||||||
| Loss on sale of Private Placement Warrants | — | — | (30,000 | ) | — | |||||||||||
| Gain on investments held in Trust Account | 610,923 | — | 933,679 | — | ||||||||||||
| Net income (loss) | $ | 392,370 | $ | — | $ | (96,607 | ) | $ | (6,728 | ) | ||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares | 22,500,000 | — | 22,335,165 | — | ||||||||||||
| Basic and diluted net income (loss) per share, Class A ordinary shares | $ | 0.01 | $ | — | $ | 0.00 | $ | — | ||||||||
| Basic and diluted weighted average shares outstanding, Class B ordinary shares | 5,625,000 | 5,000,000 | 5,583,791 | 5,000,000 | ||||||||||||
| Basic and diluted net income (loss) per share, Class B ordinary shares | $ | 0.01 | $ | 0.00 | $ | 0.00 | $ | (0.00 | ) | |||||||
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance at January 1, 2022 | — | $ | — | 5,750,000 | $ | 575 | $ | — | $ | (5,484,631 | ) | $ | (5,484,056 | ) | ||||||||||||||
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs | — | — | — | — | 1,181,250 | — | 1,181,250 | |||||||||||||||||||||
Issuance of Private Placement Warrants | — | — | — | — | 780,000 | — | 780,000 | |||||||||||||||||||||
Forfeiture of Class B Shares by Sponsor | — | — | (125,000 | ) | (13 | ) | — | 13 | — | |||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount | — | — | — | — | (1,961,250 | ) | (845,000 | ) | (2,806,250 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (434,363 | ) | (434,363 | ) | |||||||||||||||||||
Balance at March 31, 2022 | — | — | 5,625,000 | 562 | — | (6,763,981 | ) | (6,763,419 | ) | |||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount | — | — | — | — | — | (223,238 | ) | (223,238 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (54,614 | ) | (54,614 | ) | |||||||||||||||||||
Balance at June 30, 2022 | — | $ | — | 5,625,000 | $ | 562 | $ | — | $ | (7,041,833 | ) | $ | (7,041,271 | ) | ||||||||||||||
Accretion of Class A ordinary shares to redemption amount | — | — | — | — | — | (610,922 | ) | (610,922 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 392,370 | 392,370 | |||||||||||||||||||||
Balance at September 30, 2022 | — | $ | — | 5,625,000 | $ | 562 | $ | — | $ | (7,260,385 | ) | $ | (7,259,823 | ) | ||||||||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance at February 3, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (6,728 | ) | (6,728 | ) | |||||||||||||||||||
Balance at March 31, 2021 | — | — | 5,750,000 | 575 | 24,425 | (6,728 | ) | 18,272 | ||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | |||||||||||||||||||||
Balance at June 30, 2021 | — | $ | — | 5,750,000 | $ | 575 | $ | 24,425 | $ | (6,728 | ) | $ | 18,272 | |||||||||||||||
Net loss | — | — | — | — | — | — | — | |||||||||||||||||||||
Balance at September 30, 2021 | — | $ | — | 5,750,000 | $ | 575 | $ | 24,425 | $ | (6,728 | ) | $ | 18,272 | |||||||||||||||
| (1) | Included up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). |
Nine Months Ended September 30, 2022 | For the period from February 3, 2021 (inception) through September 30, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $(96,607) | $ (6,728 | ) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Payment of formation and operating costs through due to related party | — | 460 | ||||||
Payment of formation and operating costs through promissory note - related party | — | 6,268 | ||||||
Loss on sale of Private Placement Warrants | 30,000 | — | ||||||
Gain on investments held in Trust Account | (933,679 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 409,594 | — | ||||||
Accounts payable | (29,632 | ) | — | |||||
Accrued expenses | 248,323 | — | ||||||
Accrued offering costs | (8,755 | ) | — | |||||
Accrued expenses - related part y | 36,000 | — | ||||||
Net cash used in operating activities | (344,756 | ) | — | |||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | (25,250,000 | ) | — | |||||
Net cash used in investing activities | (25,250,000 | ) | — | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from Initial Public Offering, net of underwriting discount paid | 24,500,000 | — | ||||||
Proceeds from sale of Private Placement Warrants | 750,000 | — | ||||||
Net cash provided by financing activities | 25,250,000 | — | ||||||
Net Change in Cash | (344,756 | ) | — | |||||
Cash - Beginning of period | 875,831 | — | ||||||
Cash - End of period | $ | 531,075 | $ | — | ||||
Non-cash investing and financing activities: | ||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | — | $ | 25,000 | ||||
Deferred offering costs included in accrued offering costs | $ | — | $ | 950,593 | ||||
Deferred offering costs included in due to related party | $ | — | $ | 63,751 | ||||
Accretion of Class A ordinary shares subject to redemption to redemption value | $ | 3,640,410 | $ | — | ||||
Deferred underwriting fee payable | $ | 875,000 | $ | — | ||||
Forfeiture of Class B ordinary shares by Sponsor | $ | 13 | $ | — | ||||
Gross proceeds | $ | 200,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (11,400,000 | ) | ||
Issuance costs allocated to Class A ordinary shares | (23,558,138 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 36,958,138 | |||
Class A ordinary shares subject to possible redemption at December 31, 2021 | 202,000,000 | |||
Plus: | ||||
Proceeds from over-allotment warrants | 750,000 | |||
Proceeds from over-allotment units less cash underwriting discount | 24,500,000 | |||
Accretion of carrying value to redemption value | 834,160 | |||
Class A ordinary shares subject to possible redemption at September 30, 2022 | $ | 228,084,160 | ||
Three Months Ended September 30, 2022 | Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2022 | For the Period From February 3, 2021 (Inception) Through September 30, 2021 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Net income (loss) | $ | 313,896 | $ | 78,474 | $ | — | $ | — | $ | (77,286 | ) | $ | (19,321 | ) | $ | — | $ | (6,728 | ) | |||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding | 22,500,000 | 5,625,000 | — | 5,000,000 | 22,335,165 | 5,583,791 | — | 5,000,000 | ||||||||||||||||||||||||
Basic and diluted net income per ordinary share | $ | 0.01 | $ | 0.01 | $ | — | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | — | $ | 0.00 | ||||||||||||||||
| • | at any time after the warrants become exercisable; |
| • | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; |
| • | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
| • | if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants. |
Description | Amount at Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
September 30, 2022 | ||||||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account: | ||||||||||||||||
U.S. Treasury Securities Money Market Funds | $ | 228,184,160 | $ | 228,184,160 | $ | — | $ | — | ||||||||
December 31, 2021 | ||||||||||||||||
Assets | ||||||||||||||||
Investments held in Trust Account: | ||||||||||||||||
U.S. Treasury Securities Money Market Funds | $ | 202,000,481 | $ | 202,000,481 | $ | — | $ | — | ||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed financial statements and related notes included in Part I, Item 1 of this Quarterly Report. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, as supplemented by Part II, Item 1A “Risk Factors” of this Quarterly Report.
References to the “company,” “our,” “us” or “we” refer to Swiftmerge Acquisition Corp. The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated on February 3, 2021 as a Cayman Islands exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (our “Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
Our registration statement for our Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, we consummated our Initial Public Offering of 20,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units being offered, the “Public Shares”) at $10.00 per unit, generating gross proceeds of approximately $200 million, and incurring offering costs of approximately $12.6 million, of which approximately $7 million was for deferred underwriting commissions. On January 18, 2022, the underwriter partially exercised its Over-Allotment Option, resulting in 2,500,000 additional units being sold at $10.00 per unit, generating gross proceeds of approximately $25 million. Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor and the Anchor Investors, generating gross proceeds of approximately $8.6 million. On January 18, 2022, following the underwriter’s exercise of the Over-Allotment Option, the Sponsor purchased from the Company an additional 750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Upon the closing of the Initial Public Offering, the private placement and the Over-Allotment Option, approximately $227.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
19
Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. If we are unable to complete an initial Business Combination within 18 months from the closing of our Initial Public Offering, or June 17, 2023 we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from February 3, 2021 (inception) through December 31, 2021 and for the three and nine months ended September 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.
For the three months ended September 30, 2022, we had a gain of $392,370, which resulted from a gain on investments held in the Trust Account of $610,923, offset by formation and operating costs of $218,553.
For the three months ended September 30, 2021, we had neither net income nor net loss.
For the nine months ended September 30, 2022, we had a net loss of $96,607 which resulted from a loss of Private Placement Warrants to our Sponsor of $30,000, offset by a gain on investments held in the Trust Account of $933,679 and formation and operating costs of $1,000,286.
For the period from February 3, 2021 (inception) through September 30, 2021, we had a net loss of $6,728, which resulted entirely from formation and operating costs.
20
Liquidity, Capital Resources and Going Concern
As of September 30, 2022, the Company had cash held outside of the Trust Account of $531,075 and a working capital surplus of $404,431.
Our liquidity needs up to September 30, 2022 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 approximately $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. 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.
For the nine months ended September 30, 2022, net cash used in operating activities was $344,756, which was due to our net loss of $96,607 and a gain on investments held in the Trust Account of $933,679, offset in part by changes in working capital of $655,530 and a loss on the sale of Private Placement Warrants to our Sponsor of $30,000.
For the period from February 3, 2021 (inception) through September 30, 2021, net cash used in operating activities was $0, which was due to net loss of $6,728, offset by the payment of formation and operating costs through due to related party of $460 and payment of formation and operating costs through Promissory Note—related party of $6,268.
For the nine months ended September 30, 2022, net cash used in investing activities of $25,250,000 was the result of the amount of net proceeds from the exercise of the Over-Allotment Option being deposited to the Trust Account.
For the period from February 3, 2021 (inception) through September 30, 2021, there was no cash used in or provided by investing activities.
For the nine months ended September 30, 2022, net cash provided by financing activities of $25,250,000 was comprised of $24,500,000 in proceeds from Initial Public Offering net of underwriting discount paid and $750,000 in proceeds from sale of Private Placement Warrants.
For the period from February 3, 2021 (inception) through September 30, 2021, there was no cash used in or provided by financing activities.
As of September 30, 2022 we had cash of $531,075 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.
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that we do not consummate an initial Business Combination, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. To date, there were no amounts outstanding under any of these loans.
Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.
Based on the cash forecast we prepared as of September 30, 2022, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of June 17, 2023.
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Unless extended, the Company will have until June 17, 2023 to complete a Business Combination. If a Business Combination is not consummated by June 17, 2023 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company.
Based on the above, we have determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. Although the Company intends to consummate a business combination on or before June 17, 2023, it is uncertain whether the Company will be able to do so by this time. While we expect 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. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2022 or December 31, 2021.
Contractual Obligations
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.
Registration and Shareholder Rights Agreement
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.
The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the over-allotment. In addition, $0.35 per Unit, or $7,875,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriter has waived all rights to the deferred underwriting commissions payable upon completion of any initial Business Combination.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
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Warrant Classification
The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity.
Ordinary Shares Subject to Possible Redemption
All of the 22,500,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering (and including the Units sold in connection with the underwriters’ partial exercise of the Over-Allotment Option) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.
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, 2022 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 $834,160 as of September 30, 2022.
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net income (loss) 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 loss 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.
Recent Accounting Standards
In August 2020, the FASB issued ASU 2020-06 to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for emerging growth companies and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company early adopted ASU 2020-06 effective January 1, 2021 using the modified retrospective method of transition. The adoption of ASU 2020-06 did not have a material impact on the financial statements for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021, and for the period from February 3, 2021 (inception) through September 30, 2021.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “certifying officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of September 30, 2022, our disclosure controls and procedures were not effective due to a material weakness in our internal controls over financial reporting related to the recording of an unbilled amount due to a third-party service provider during the preparation of our annual report on Form 10-K as of and for the period ended December 31, 2021. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our annual financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings.
None.
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Item 1A. Risk Factors.
As of the date of this Report, except as disclosed below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on April 8, 2022. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K, which was filed with the SEC on April 8, 2022.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes, or our failure to comply with such applicable laws and regulations as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased, and thus could cause a reduction in the value of our ordinary shares. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a business combination, the exercise of a redemption right, the liquidation of our company or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a business combination, the exercise of a redemption right, the liquidation of our company or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. Further, the application of the excise tax in the event of a liquidation is uncertain.
Our financial conditions raise substantial doubt about our ability to continue as a “going concern” through one year from the date of the financial statements contained herein if a Business Combination is not consummated.
As of September 30, 2022, we had a working capital surplus of $388,981, including $531,075 of cash held outside of the Trust Account. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We anticipate that the cash held outside of the Trust Account as of September 30, 2022 will not be sufficient to allow us to operate until June 17, 2023, the date at which we must complete a Business Combination. While we expect to have sufficient access to additional sources of capital under the working capital loans, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a Business Combination is not consummated by June 17, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that these condensed financial statements are issued.
Management plans to address this uncertainty through a Business Combination, although it also anticipates that if the working capital loans are provided by our officers, directors and initial shareholders, that will provide sufficient liquidity to meet our working capital needs through the earlier of the consummation of a Business Combination and one year from the date of this filing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily include or be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. We cannot provide any assurance that financing sources will be available to us on commercially acceptable terms or if at all, or that our plans to consummate a Business Combination will be successful or successful by June 17, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 8, 2021, Swiftmerge Holdings, LP, our Sponsor, paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Founder Shares. In July 2021, our Sponsor surrendered 1,437,500 Founder Shares for no consideration, resulting in an aggregate of 5,750,000 Founder Shares outstanding. On January 18, 2022, our Sponsor irrevocably surrendered to us for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding. The total number of Class B ordinary shares outstanding after our Initial Public Offering and the expiration of the underwriter’s option to purchase additional Units equaled 20% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment, as described in the prospectus for our Initial Public Offering.
Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D under the Securities Act. The sole business of our Sponsor was to act as our Sponsor in connection with our Initial Public Offering.
In addition, our Sponsor and the Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants at a price of $1.00 per private placement warrant, for an aggregate purchase price of $8,600,000. These purchases took place on a private placement basis simultaneously with the completion of our Initial Public Offering.
These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Each Private Placement Warrant is exercisable to purchase one share of our Class A ordinary share for $11.50 as described in the prospectus for our Initial Public Offering. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial Business Combination.
On December 17, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per unit, generating gross proceeds of approximately $208.6 million, and incurring offering costs of approximately $12.6 million, inclusive of approximately $7 million in deferred underwriting commissions. Each unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
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BofA Securities, Inc. served as the underwriter for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-254633). The SEC declared the registration statement effective on December 14, 2021.
On January 18, 2022, the underwriter partially exercised the Over-Allotment Option and purchased an additional 2,500,000 Units, at a price of $10.00 per unit, generating gross proceeds of $25,000,000. In connection with the partial exercise of the Over-Allotment Option, the Sponsor forfeited 125,000 Founder Shares. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000. Following the closing of the Over-Allotment Option, an aggregate amount of $227,250,000 has been placed in the Company’s Trust Account established in connection with our Initial Public Offering.
There has been no material change in the planned use of proceeds from the Initial Public Offering and the sale of the Private Placement Warrants as is described in our final prospectus related to the Initial Public Offering, filed with the SEC on December 16, 2021.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on December 20, 2021. |
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SIGNATURES
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, thereunto duly authorized.
| Swiftmerge Acquisition Corp. | ||||||||
| Date: November 9, 2022 | By: | /s/ John Bremner | ||||||
| John Bremner | ||||||||
| Chief Executive Officer | ||||||||
| Swiftmerge Acquisition Corp. | ||||||||
| Date: November 9, 2022 | By: | /s/ Christopher J. Munyan | ||||||
| Christopher J. Munyan | ||||||||
| Chief Financial Officer | ||||||||
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