| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed in its definitive proxy statement (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) on March 4, 2024, Swiftmerge Acquisition Corp. (the “Company”) held an extraordinary general meeting of its shareholders on June 12, 2023 (the “Meeting”) to consider and vote upon the Extension Proposal, the Trust Amendment Proposal and the NTA Requirement Amendment Proposal (as each term is defined in the Definitive Proxy Statement) and, if necessary, the Adjournment Proposal (as defined in the Definitive Proxy Statement). At the Meeting, the sole action taken was the adjournment of the Meeting until March 15, 2024 at 3:00 pm, New York time (the “Adjourned Meeting”)
On March 14, 2024, the Company and Swiftmerge Holding, LP, a Delaware limited partnership (the “Sponsor”) entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with one or more unaffiliated third party or parties (the “Investors”) in exchange for each such third party or third parties agreeing not to redeem certain public Class A ordinary shares, $0.001 par value per share (the “Class A Ordinary Shares”) of the Company sold in its initial public offering (the “Non-Redeemed Shares”) at the Adjourned Meeting. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Company and the Sponsor agreed, among other items, that the Sponsor will assign an economic interest in certain of its non-public Class A Ordinary Shares (the “Founder Shares”) to the Investor at the rate of 3 Founder Shares for each 10 Non-Redeemed Shares.
The Non-Redemption Agreements are expected to increase the likelihood that the Extension Proposal is approved by the Company’s shareholders, and increase the amount of funds that remain in the Company’s trust account (the “Trust Account”) following the Adjourned Meeting, relative to the amount of funds that would be expected to be remaining in the Trust Account following the Adjourned Meeting had the Non-Redemption Agreements not been entered into and the shares subject to such agreements had been redeemed.
The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement executed by the Company filed as Exhibit 10.1 hereto and incorporated herein by reference.
Additional Information
Important Information About the Extension and Where to Find It
The Company filed its Definitive Proxy Statement for the Meeting with the SEC on March 4, 2024 to consider and vote upon the Extension Proposal and other matters, and, beginning on or about March 5, 2024, first mailed the Proxy Statement and other relevant documents to its shareholders as of the February 26, 2024 record date for the Meeting. The Company’s shareholders and other interested persons are advised to read the Definitive Proxy Statement and any amendments thereto, as well as all other relevant materials filed or that will be filed with the SEC, in connection with the Company’s solicitation of proxies for the Meeting to be held to approve, among other things, the Extension Proposal, because these documents will contain important information about the Company and the Extension Proposal. Shareholders may also obtain a copy of the Definitive Proxy Statement, as well as other documents filed with the SEC regarding the Extension Proposal and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to the Company’s proxy solicitor, Morrow Sodali LLC, (800) 662-5200, email: IVCP@info.morrowsodali.com.
Participants in the Solicitation
The Company and certain of its respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the Extension. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders in connection with the Extension is set forth in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022 and the Definitive Proxy Statement and any amendments thereto that have been filed with the SEC. Investors and security holders may obtain more detailed information regarding the names of the Company’s directors and executive officers in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022, and
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