Table of Contents
falseQ20001845123--12-31CA 0001845123 2023-01-01 2023-06-30 0001845123 2023-06-30 0001845123 2022-12-31 0001845123 2022-04-01 2022-06-30 0001845123 2023-04-01 2023-06-30 0001845123 2022-01-01 2022-06-30 0001845123 2022-01-01 2022-03-31 0001845123 2021-12-17 2021-12-17 0001845123 2023-06-15 2023-06-15 0001845123 2021-12-31 0001845123 2023-01-01 2023-03-31 0001845123 2022-08-16 0001845123 2022-06-30 0001845123 2023-03-31 0001845123 2022-03-31 0001845123 us-gaap:CommonClassBMember 2023-06-30 0001845123 us-gaap:CommonClassAMember 2023-06-30 0001845123 ivcp:CommonClassAIncludingSubjectToPossibleRedemptionMember 2023-06-30 0001845123 ivcp:ConversionFromClassBToClassACommonStockMember 2023-06-30 0001845123 ivcp:PublicWarrantsMember 2023-06-30 0001845123 us-gaap:CommonClassBMember ivcp:SponsorMember 2023-06-30 0001845123 us-gaap:CommonClassAMember ivcp:RedemptionOfFounderSharesTrancheTwoMember ivcp:SponsorDirectorsAndExecutiveOfficersMember 2023-06-30 0001845123 ivcp:SponsorDirectorsAndExecutiveOfficersMember us-gaap:CommonClassAMember ivcp:RedemptionOfFounderSharesTrancheThreeMember 2023-06-30 0001845123 us-gaap:CommonClassAMember ivcp:RedemptionOfFounderSharesMember ivcp:AnchorInvestorsMember 2023-06-30 0001845123 ivcp:SubsequentToInitialBusinessCombinationMember ivcp:HoldersOfFounderSharesMember us-gaap:CommonClassAMember 2023-06-30 0001845123 ivcp:RedemptionOfWarrantsWhenPriceEqualsOrExceedsEighteenDollarMember us-gaap:CommonClassAMember ivcp:PublicWarrantsMember 2023-06-30 0001845123 us-gaap:CommonClassAMember ivcp:AdditionalOfferingMember 2023-06-30 0001845123 srt:MinimumMember 2023-06-30 0001845123 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-06-30 0001845123 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-06-30 0001845123 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-06-30 0001845123 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2023-06-30 0001845123 ivcp:SponsorMember ivcp:WorkingCapitalLoanMember 2023-06-30 0001845123 ivcp:PrivatePlacementWarrantsMember 2023-06-30 0001845123 us-gaap:RelatedPartyMember 2023-06-30 0001845123 ivcp:SponsorMember ivcp:AdministrativeServicesAgreementMember 2023-06-30 0001845123 us-gaap:CommonClassBMember 2022-12-31 0001845123 us-gaap:CommonClassAMember 2022-12-31 0001845123 ivcp:CommonClassAIncludingSubjectToPossibleRedemptionMember 2022-12-31 0001845123 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-12-31 0001845123 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-12-31 0001845123 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-12-31 0001845123 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2022-12-31 0001845123 ivcp:PublicWarrantsMember 2022-12-31 0001845123 ivcp:PrivatePlacementWarrantsMember 2022-12-31 0001845123 us-gaap:RelatedPartyMember 2022-12-31 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-04-01 2023-06-30 0001845123 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001845123 us-gaap:CommonClassAMember 2023-04-01 2023-06-30 0001845123 us-gaap:CommonClassBMember 2023-04-01 2023-06-30 0001845123 us-gaap:RelatedPartyMember ivcp:AdministrativeServicesAgreementMember 2023-04-01 2023-06-30 0001845123 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001845123 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001845123 us-gaap:CommonClassBMember 2022-04-01 2022-06-30 0001845123 us-gaap:CommonClassAMember 2022-04-01 2022-06-30 0001845123 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001845123 us-gaap:CommonClassBMember 2022-01-01 2022-06-30 0001845123 us-gaap:CommonClassAMember 2022-01-01 2022-06-30 0001845123 us-gaap:CommonClassAMember 2023-01-01 2023-06-30 0001845123 us-gaap:CommonClassBMember 2023-01-01 2023-06-30 0001845123 ivcp:ConversionFromClassBToClassACommonStockMember 2023-01-01 2023-06-30 0001845123 ivcp:PublicWarrantsMember 2023-01-01 2023-06-30 0001845123 ivcp:PrivatePlacementWarrantsMember 2023-01-01 2023-06-30 0001845123 ivcp:UnitsEachConsistingOfOneClassAOrdinaryShareMember 2023-01-01 2023-06-30 0001845123 ivcp:RedeemableWarrantsMember 2023-01-01 2023-06-30 0001845123 us-gaap:CommonClassAMember ivcp:RedemptionOfWarrantsWhenPriceEqualsOrExceedsEighteenDollarMember ivcp:PublicWarrantsMember 2023-01-01 2023-06-30 0001845123 us-gaap:CommonClassAMember ivcp:AdditionalOfferingMember 2023-01-01 2023-06-30 0001845123 ivcp:RedemptionOfFounderSharesTrancheTwoMember us-gaap:CommonClassAMember ivcp:SponsorDirectorsAndExecutiveOfficersMember 2023-01-01 2023-06-30 0001845123 ivcp:SubsequentToInitialBusinessCombinationMember us-gaap:CommonClassAMember ivcp:HoldersOfFounderSharesMember 2023-01-01 2023-06-30 0001845123 ivcp:AnchorInvestorsMember us-gaap:CommonClassAMember ivcp:RedemptionOfFounderSharesMember 2023-01-01 2023-06-30 0001845123 ivcp:AnchorInvestorsMember 2023-01-01 2023-06-30 0001845123 ivcp:PromissoryNoteMember ivcp:SponsorMember 2023-01-01 2023-06-30 0001845123 ivcp:SponsorMember ivcp:AmendedPromissoryNoteMember 2023-01-01 2023-06-30 0001845123 ivcp:AdministrativeServicesAgreementMember us-gaap:RelatedPartyMember 2023-01-01 2023-06-30 0001845123 ivcp:WorkingCapitalLoanMember ivcp:SponsorMember 2023-01-01 2023-06-30 0001845123 ivcp:UnderwriterAgreementMember 2023-01-01 2023-06-30 0001845123 us-gaap:CommonClassBMember ivcp:SponsorMember ivcp:ConversionOfCommonStockClassBToClassAMember 2023-01-01 2023-06-30 0001845123 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001845123 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-01-01 2022-03-31 0001845123 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001845123 us-gaap:IPOMember 2021-12-17 2021-12-17 0001845123 us-gaap:IPOMember ivcp:PublicWarrantsMember 2021-12-17 2021-12-17 0001845123 ivcp:AnchorInvestorsMember ivcp:PrivatePlacementWarrantsMember 2021-12-17 2021-12-17 0001845123 us-gaap:OverAllotmentOptionMember ivcp:PrivatePlacementWarrantsMember ivcp:SponsorMember 2021-12-17 2021-12-17 0001845123 ivcp:PrivatePlacementWarrantsMember ivcp:SponsorMember 2021-12-17 2021-12-17 0001845123 ivcp:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2021-12-17 2021-12-17 0001845123 us-gaap:PrivatePlacementMember 2021-12-17 2021-12-17 0001845123 us-gaap:CommonClassBMember ivcp:SponsorMember 2021-12-17 2021-12-17 0001845123 us-gaap:OverAllotmentOptionMember ivcp:UnderwriterAgreementMember 2021-12-17 2021-12-17 0001845123 us-gaap:IPOMember ivcp:UnderwriterAgreementMember 2021-12-17 2021-12-17 0001845123 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-12-17 2021-12-17 0001845123 ivcp:PrivatePlacementWarrantsMember 2021-12-17 2021-12-17 0001845123 ivcp:AnchorInvestorsMember 2021-12-17 2021-12-17 0001845123 ivcp:AnchorInvestorsMember us-gaap:CommonClassBMember 2021-12-17 2021-12-17 0001845123 ivcp:IndividualAnchorInvestorMember us-gaap:CommonClassBMember 2021-12-17 2021-12-17 0001845123 ivcp:AdministrativeServicesAgreementMember ivcp:SponsorMember 2021-12-17 2021-12-17 0001845123 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-12-17 0001845123 ivcp:PublicWarrantsMember 2021-12-17 0001845123 ivcp:PrivatePlacementWarrantsMember 2021-12-17 0001845123 us-gaap:OverAllotmentOptionMember ivcp:UnderwriterAgreementMember 2021-12-17 0001845123 us-gaap:IPOMember 2021-12-17 0001845123 us-gaap:CommonClassBMember ivcp:AnchorInvestorsMember 2021-12-17 0001845123 ivcp:AnchorInvestorsMember 2021-12-17 0001845123 us-gaap:IPOMember 2022-01-18 2022-01-18 0001845123 ivcp:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2022-01-18 2022-01-18 0001845123 us-gaap:CommonClassBMember ivcp:SponsorMember 2022-01-18 2022-01-18 0001845123 us-gaap:CommonClassBMember 2022-01-18 0001845123 us-gaap:CommonClassBMember ivcp:SponsorMember 2022-01-18 0001845123 us-gaap:IPOMember 2022-01-18 0001845123 us-gaap:PrivatePlacementMember ivcp:PrivatePlacementWarrantsMember 2022-01-18 0001845123 us-gaap:CommonClassBMember ivcp:SponsorMember 2021-02-08 2021-02-08 0001845123 ivcp:SponsorMember us-gaap:CommonClassBMember 2021-07-01 2021-07-31 0001845123 ivcp:PromissoryNoteMember ivcp:SponsorMember 2021-02-05 0001845123 ivcp:AmendedPromissoryNoteMember ivcp:SponsorMember 2021-12-21 2021-12-21 0001845123 us-gaap:RelatedPartyMember srt:MinimumMember ivcp:AdministrativeServicesAgreementMember 2022-04-08 2022-04-08 0001845123 ivcp:AdministrativeServicesAgreementMember srt:MaximumMember us-gaap:RelatedPartyMember 2022-04-08 2022-04-08 0001845123 us-gaap:CommonClassBMember 2021-07-31 0001845123 ivcp:SponsorMember ivcp:PromissoryNoteMember 2021-02-05 2021-02-05 0001845123 ivcp:SponsorMember ivcp:ConversionOfCommonStockClassBToClassAMember us-gaap:CommonClassAMember 2023-06-15 0001845123 ivcp:SponsorMember ivcp:ConversionOfCommonStockClassBToClassAMember us-gaap:CommonClassBMember 2023-06-15 0001845123 ivcp:SponsorMember us-gaap:CommonClassBMember 2023-06-15 0001845123 us-gaap:CommonClassAMember 2023-06-15 0001845123 us-gaap:CommonClassAMember 2023-06-15 2023-06-15 0001845123 us-gaap:CommonClassBMember ivcp:ConversionOfCommonStockClassBToClassAMember ivcp:SponsorMember 2023-06-15 2023-06-15 0001845123 us-gaap:CommonClassAMember ivcp:ConversionOfCommonStockClassBToClassAMember ivcp:SponsorMember 2023-06-15 2023-06-15 0001845123 us-gaap:CommonClassAMember ivcp:ExtensionAmendmentProposalMember 2023-06-15 2023-06-15 0001845123 us-gaap:CommonStockMember ivcp:SwiftmergeMember us-gaap:SubsequentEventMember 2023-08-11 0001845123 ivcp:SwiftmergeClassACommonSharesMember us-gaap:SubsequentEventMember 2023-08-11 0001845123 ivcp:DomesticatedSwiftmergeCommonStockMember us-gaap:SubsequentEventMember 2023-08-11 0001845123 ivcp:SwiftmergeClassBCommonSharesMember us-gaap:SubsequentEventMember 2023-08-11 0001845123 ivcp:DomesticatedSwiftmergeWarrantMember us-gaap:SubsequentEventMember 2023-08-11 0001845123 ivcp:LockUpAgreementMember us-gaap:SubsequentEventMember 2023-08-11 0001845123 us-gaap:CommonStockMember ivcp:SwiftmergeMember us-gaap:SubsequentEventMember 2023-08-11 2023-08-11 0001845123 us-gaap:SubsequentEventMember ivcp:SwiftmergeMember us-gaap:CommonStockMember ivcp:FirstSharePricePerformanceMilestoneMember 2023-08-11 2023-08-11 0001845123 ivcp:SecondSharePricePerformanceMilestoneMember us-gaap:CommonStockMember ivcp:SwiftmergeMember us-gaap:SubsequentEventMember 2023-08-11 2023-08-11 0001845123 ivcp:SwiftmergeClassACommonSharesMember us-gaap:SubsequentEventMember 2023-08-11 2023-08-11 0001845123 ivcp:DomesticatedSwiftmergeCommonStockMember us-gaap:SubsequentEventMember 2023-08-11 2023-08-11 0001845123 ivcp:DomesticatedSwiftmergeWarrantMember us-gaap:SubsequentEventMember 2023-08-11 2023-08-11 0001845123 ivcp:LockUpAgreementMember us-gaap:SubsequentEventMember 2023-08-11 2023-08-11 0001845123 ivcp:SeriesXPreferredStockMember us-gaap:SubsequentEventMember 2023-12-31 2023-12-31 0001845123 ivcp:SeriesXPreferredStockMember us-gaap:SubsequentEventMember 2024-01-01 2024-01-01 0001845123 us-gaap:SubsequentEventMember ivcp:TwoThousandTwentyThreeMinimumPreClosingFinancingMember 2023-12-31 0001845123 us-gaap:SubsequentEventMember ivcp:TwoThousandTwentyFourMinimumPreClosingFinancingMember 2024-01-01 0001845123 ivcp:WorkingCapitalPromissoryNoteMember ivcp:SponsorMember us-gaap:SubsequentEventMember 2023-09-15 0001845123 us-gaap:CommonClassAMember 2023-09-20 0001845123 us-gaap:CommonClassBMember 2023-09-20 0001845123 us-gaap:RelatedPartyMember ivcp:WorkingCapitalPromissoryNoteMember 2023-05-19 0001845123 us-gaap:RetainedEarningsMember 2023-06-30 0001845123 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-06-30 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-06-30 0001845123 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-06-30 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-06-30 0001845123 us-gaap:RetainedEarningsMember 2022-06-30 0001845123 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001845123 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001845123 us-gaap:RetainedEarningsMember 2021-12-31 0001845123 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001845123 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-03-31 0001845123 us-gaap:RetainedEarningsMember 2022-03-31 0001845123 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001845123 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-31 0001845123 us-gaap:RetainedEarningsMember 2022-12-31 0001845123 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-12-31 0001845123 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001845123 us-gaap:RetainedEarningsMember 2023-03-31 0001845123 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001845123 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-03-31 0001845123 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-03-31 iso4217:USD xbrli:shares xbrli:pure utr:Day utr:Year iso4217:USD xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from 
            
to
            
Commission
File Number: 001-41164
 
 
SWIFTMERGE ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Cayman Islands
 
98-1582153
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
   
4318 Forman Ave
   
Toluca LakeCA 91602
 
91602
(Address of Principal Executive Offices)
 
(Zip Code)
(424)
431-0030
(Registrant’s Telephone Number, Including Area Code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share
and one-half
of one redeemable warrant
 
IVCPU
 
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
 
IVCP
 
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
 
IVCPW
 
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2
of the Exchange Act:
 
Large accelerated filer      Accelerated filer  
       
Non-accelerated
filer
     Smaller reporting company  
       
         Emerging growth company  
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (
as
defined
in Rule 12b-2
of the Exchange Act).    Yes      No  ☐
As of Septembe
r 20, 2
023, there were 
5,621,910 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units), par value $0.0001, and 2,250,000 Class B ordinary shares, par value $0.0001, issued and outstanding.
 
 
 
 


Table of Contents

SWIFTMERGE ACQUISITION CORP.

Form 10-Q

For the Quarter Ended June 30, 2023

Table of Contents

 

         Page  

PART I. FINANCIAL INFORMATION

     1  

Item 1

 

Financial Statements.

     1  
 

Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022

     1  
 

Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022.

     2  
 

Unaudited Condensed Statement of Changes in Shareholders’ (Deficit) Equity for the three and six months ended June 30, 2023 and 2022

     3  
 

Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022.

     4  
 

Notes to Unaudited Condensed Financial Statements

     5  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     22  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     29  

Item 4.

 

Disclosure Controls and Procedures.

     30  

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings.

     30  

Item 1A.

 

Risk Factors.

     31  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds.

     31  

Item 3.

 

Defaults Upon Senior Securities.

     31  

Item 4.

 

Mine Safety Disclosures.

     31  

Item 5.

 

Other Information.

     31  

Item 6.

 

Exhibits.

     32  

Signatures

     33  

 

i


Table of Contents

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 adverse political and natural 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, 2022, filed with the Securities and Exchange Commission (“SEC”) on April 21, 2023, and in our Amended Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the SEC on September 13, 2023 and in Item 1A of Part II in our Quarterly Reports on Form 10-Q for the three months ended March 31, 2023, filed with the SEC on May 18, 2023, and in our amended Quarterly Report on Form 10-Q/A for the three months ended March 31, 2023 filed with the SEC on September 12, 2023. 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

 

ii


Table of Contents

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.

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


Table of Contents
http://fasb.org/us-gaap/2023#RelatedPartyMemberhttp://fasb.org/us-gaap/2023#RelatedPartyMemberP10Dhttp://fasb.org/us-gaap/2023#RelatedPartyMemberhttp://fasb.org/us-gaap/2023#RelatedPartyMember
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
SWIFTMERGE ACQUISITION CORP.
CONDENSED BALANCE SHEETS
 
    
June 30, 2023
   
December 31, 2022
 
    
(Unaudited)
       
ASSETS
    
Current assets:
    
Cash
   $ 172,900     $ 461,914  
Prepaid expenses
     280,039       514,200  
  
 
 
   
 
 
 
Total current assets
  
 
452,939
 
 
 
976,114
 
Investments held in Trust Account
     22,888,754       229,792,494  
  
 
 
   
 
 
 
TOTAL ASSETS
  
$
23,341,693
 
 
$
230,768,608
 
  
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
    
Current liabilities:
    
Accounts payable
   $ 1,857,044     $ 51,453  
Accrued offering costs
     311,430       311,430  
Due to Sponsor
     2,284       2,284  
Accrued expenses
     404,124       504,181  
Accrued expenses - related party
     46,116       43,516  
Advance from Sponsor

     200,000           
  
 
 
   
 
 
 
Total current liabilities
  
 
2,820,998
 
 
 
912,864
 
  
 
 
   
 
 
 
Total liabilities
  
 
2,820,998
 
 
 
912,864
 
Commitments and Contingencies (Note 6)
    
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,246,910 and 22,500,000 shares issued and outstanding at redemption value of $10.14 and $10.21, respectively
     22,788,754       229,692,494  
Shareholders’ (Deficit) Equity
    
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; 3,375,000 and no shares issued
and outstanding (excluding 2,246,910 and 22,500,000 shares subject to possible redemption as of June 30,
2023 and December 31, 2022, respectively)
     337           
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,250,000 and 5,625,000 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
     225       562  
Additional
paid-in
capital
                  
(Accumulated deficit) Retained earnings
     (2,268,621     162,688  
  
 
 
   
 
 
 
Total Shareholders’ (Deficit) Equity
  
 
(2,268,059
)
 
 
 
163,250
 
  
 
 
   
 
 
 
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
  
$
23,341,693
 
 
$
230,768,608
 
  
 
 
   
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
1

SWIFTMERGE ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
    
Three Months Ended

June 30, 2023
   
Three Months Ended

June 30, 2022
   
Six Months Ended

June 30, 2023
   
Six Months Ended

June 30, 2022
 
Formation and operating costs
   $ 1,212,603     $ 355,828     $ 2,431,309     $ 781,733  
    
 
 
   
 
 
   
 
 
   
 
 
 
Loss from operations
  
 
(1,212,603
 
 
(355,828
 
 
(2,431,309
 
 
(781,733
Loss on sale of Private Placement Warrants
                                (30,000
Unrealized gain on investments held in Trust Account
     2,685,418       301,214       5,014,364       322,756  
    
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss)
  
$
1,472,815
 
 
$
(54,614
 
$
2,583,055
 
 
$
(488,977
    
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted weighted average shares outstanding, Class A ordinary shares
     19,347,527       22,500,000       20,915,055       22,251,381  
    
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per share, Class A ordinary shares
   $ 0.06     $ (0.00
)
 
  $ 0.10     $ (0.02
    
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted weighted average shares outstanding, Class B ordinary shares
     4,141,484       5,625,000       4,879,144       5,562,845  
    
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per share, Class B ordinary shares
   $ 0.06     $ (0.00
)
 
  $ 0.10     $ (0.02
    
 
 
   
 
 
   
 
 
   
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
2

SWIFTMERGE ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023
 
    
Class A Ordinary Shares
    
Class B Ordinary Shares
   
Additional

Paid-in

Capital
    
Accumulated

Deficit
   
Total

Shareholders’

Deficit
 
    
Shares
    
Amount
    
Shares
   
Amount
 
Balance at December 31, 2022
  
 
  
 
  
$
  
 
  
 
5,625,000
 
 
$
562
 
 
$
  
 
  
$
162,688
 
 
$
163,250
 
Accretion of Class A ordinary shares to redemption amount
     —          —          —         —         —          (2,328,946     (2,328,946
Net income
     —          —          —         —         —          1,110,240       1,110,240  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
 
Balance at March 31, 2023 (unaudited)
                         5,625,000       562                 (1,056,018     (1,055,456
Conversion of Founder Shares to Class A Ordinary Shares
     3,375,000        337        (3,375,000     (337     —          —         —    
Accretion of Class A ordinary shares to redemption amount
     —          —          —         —         —          (2,685,418     (2,685,418
Net income
     —          —          —         —         —          1,472,815       1,472,815  
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
 
Balance at June 30, 2023 (unaudited)
  
 
3,375,000
 
  
$
337
 
  
 
2,250,000
 
 
$
225
 
 
$
 
  
$
(2,268,621
)
 
 
$
(2,268,059
)
 
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
    
 
 
   
 
 
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
 
    
Class A Ordinary Shares
    
Class B Ordinary Shares
   
Additional
Paid-in

Capital
   
Accumulated
Deficit
   
Total
Shareholder’s
Equity
 
    
Shares
    
Amount
    
Shares
   
Amount
 
Balance at December 31, 2021
  
 
  
 
  
$
  
 
  
 
5,750,000
 
 
$
575
 
 
$
  
 
 
$
(5,484,631
 
$
(5,484,056
Warrants, net of offering costs
     —          —          —         —         1,181,250       —         1,181,250  
Issuance of Private Placement Warrants, net of offering costs
     —          —          —         —         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 (unaudited)
                         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 (unaudited)
  
 
  
 
  
$
  
 
  
 
5,625,000
 
 
$
562
 
 
$
  
 
 
$
(7,041,833
 
$
(7,041,271
    
 
 
    
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
3
SWIFTMERGE ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
    
Six Months Ended

June 30, 2023
   
Six Months Ended

June 30, 2022
 
Cash Flows from Operating Activities:
                
Net income (loss)
   $ 2,583,055     $ (488,977
Adjustments to reconcile net income (loss) to net cash used in operating activities:
                
Loss on sale of Private Placement Warrants
              30,000  
Unrealized gain on investments held in Trust Account
     (5,014,364     (322,756
Changes in operating assets and liabilities:
                
Prepaid expenses
     234,161       257,777  
Accounts payable
     1,805,591       (18,848
Accrued expenses
     (100,057     221,587  
Accrued offering costs
              (8,755
Accrued expenses - related party
     2,600       33,000  
    
 
 
   
 
 
 
Net cash used in operating activities
  
 
(489,014
 
 
(296,972
    
 
 
   
 
 
 
Cash Flows from Investing Activities:
                
Advances to Trust Account
              (25,250,000
Proceeds from Trust Account for payment to redeeming shareholders
     211,918,104           
    
 
 
   
 
 
 
Net cash provided by (used in) investing activities
  
 
211,918,104
 
 
 
(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  
Payment to redeeming shareholders
     (211,918,104         
Proceeds from advance from Sponsor
     200,000           
    
 
 
   
 
 
 
Net cash (used in) provided by investing activities
  
 
(211,718,104
 
 
25,250,000
 
    
 
 
   
 
 
 
Net Change in Cash
  
 
(289,014
 
 
(296,972
Cash - Beginning of period
     461,914       875,831  
    
 
 
   
 
 
 
Cash - End of period
  
$
172,900
 
 
$
578,859
 
    
 
 
   
 
 
 
Non-cash
investing and financing activities:
                
Conversion of Founder Shares to Class A ordinary shares
   $ 338     $     
 
 
 
 
 
 
 
 
 
Accretion of Class A ordinary shares subject to redemption value
   $ 5,014,364     $ 3,029,488  
    
 
 
   
 
 
 
Deferred underwriting fee payable
   $        $ 875,000  
 
 
 
 
 
 
 
 
 
Forfeiture of Class B ordinary shares by Sponsor
   $        $ 13  
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.
 
4

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN
Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000
units; (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $
10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 4.
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 “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. 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 Initial Public Offering (including the closing of the Over-Allotment Option), an aggregate amount of $227,250,000 was placed in the Company’s trust account (the “Trust Account”) established in connection with the Initial Public Offering, invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees
 (subsequently derecognized),
$13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
 
5

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,
Distinguishing Liabilities from Equity
(“ASC 480”).
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 5) and executive officers have agreed to waive (i) redemption
rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination,
(ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended
and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in
connection with an initial Business Combination or to redeem 
100
% of their Public Shares if the Company does not complete an initial Business Combination within 
18
months from the closing of the Initial Public Offering, unless extended, or with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering, unless extended. 
 
6

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The Company has until 18
months from the closing of the Initial Public Offering, unless extended, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no 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 the Company to pay income 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 the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 
The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial redemption amount of $
10.10 per share.
In November 2022, the Company obtained a waiver (the “Waiver Letter) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination.
On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination and (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”).
In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090
Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $
10.40
per share, for an aggregate redemption amount of $
211,918,104
. After the satisfaction of such redemptions, the balance in the Trust Account was $
22,858,102
.
Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares.
As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 
5,621,910 Class A
ordinary shares outstanding.
Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of
 
7

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
(i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity, Capital Resources, and Going Concern
As of June 30, 2023, the Company had cash held outside of the Trust Account of $
172,900 and a working capital deficit of $2,168,059.
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.
Through June 30, 2023, our liquidity needs were satisfied through $200,000 of advances outstanding subsequently covered under the Promissory Note (See Not
e 5)
.
Furthermore, unless extended, the Company will have until March 15, 2024 to complete a Business Combination. If a Business Combination is not consummated by March 15, 2024 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company.
Based on the cash forecast prepared by management as of June 30, 2023, 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 March 15, 2024.
Based on the above, management has 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 these financial statements are issued. Management plans to address this 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.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
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 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 shareholders from which shares are repurchased. 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, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.
 
8

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain information or note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form
10-K
and 10-K/A as filed with the SEC on April 21, 2023 and September 13, 2023, respectively. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
9

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $172,900 and $461,914 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Investments Held in Trust Account
As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of June 30, 2023 and December 31, 2022, the Company had $22,888,754 and $229,792,494 in investments held in the Trust Account, respectively.
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Ordinary Shares Subject to Possible Redemption
All of the 5,621,910 Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 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, the Class A ordinary shares not under the control of the Company 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 June 30, 2023 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 $2,685,418
in the three months ended June 30, 2023.
 
10

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption at December 31, 2022
  
$
229,692,494
 
Redemption
s
     (211,918,104
Remeasurement
of carrying value to redemption value
     5,014,364  
    
 
 
 
Class A ordinary shares subject to possible redemption at June 30, 2023
  
$
22,788,754
 
    
 
 
 
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A—
Expenses of Offering
. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000
of deferred underwriting fees (subsequently derecognized), $
13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs. As such, the Company recorded $24,864,388 of offering costs as a reduction of temporary equity and $2,094,328 of offering costs as a reduction of permanent equity.
Income Taxes
The Company accounts for income taxes under ASC 740,
Income Taxes
(“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 3, 2021, the evaluation was performed for the 2021 tax year which will be the only period subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands
c
ompany and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing 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 and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted loss per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.
 
11

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts):
 
   
For the

Three Months Ended

June 30, 2023
   
For the

Three Months Ended

June 30, 2022
   
For the

Six Months Ended

June 30, 2023
   
For the

Six Months Ended

June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income (loss) per share
                                                               
Numerator:
                                                               
Net income (loss)
 
$
1,213,134    
$
259,681    
$
(43,691  
$
(10,923  
$
2,094,453    
$
488,602    
$
(391,182  
$
(97,795
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
    19,347,527       4,141,484       22,500,000       5,625,000       20,915,055       4,879,144       22,251,381       5,562,845  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per ordinary share
 
$
0.06
 
 
$
0.06
 
 
$
(0.00
)
 
 
$
(0.00
)
 
 
$
0.10
 
 
$
0.10
 
 
$
(0.02
 
$
(0.02
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The Company applies ASC Topic 820,
Fair Value Measurement
(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
 
12

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
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,
Derivatives and Hedging
(“ASC 815”), under which the warrants meet the criteria for equity treatment and are recorded as equity.
Recent Accounting Standards
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.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and
one-half
of one
redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
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.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00
per Private Placement Warrant in a private placement. Each Private Placement Warrant is exercisable to purchase 
one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over-Allotment Option is exercised in full) for $5,600,000 in aggregate (which can increase to $6,500,000 if the Over-Allotment Option is exercised in full) and (ii) Anchor Investors, 3,000,000 warrants for $3,000,000 in aggregate. An amount of $6,000,000 of proceeds from the sale of the Private Placement Warrants was added to the Trust Account and an amount of $2,600,000 was deposited into the Company’s operating account. There will be no redemption rights with respect to the Private Placement Warrants if the Company does not complete a Business Combination within the Combination Period.
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, which was added to the Trust Account.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 8, 2021, the 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 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B
 
13

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
ordinary shares outstanding (see Note 7). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over-Allotment Option was not exercised in full or in part, so that the holders of the Founder Shares will own, on an
as-converted
basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding.
The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to
one-half
of such shares, until consummation of an initial Business Combination, (y) with respect to
one-fourth
of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a
30-trading
day period following the consummation of an initial Business Combination (the “Requisite Trading Period”) and (z) with respect to
one-fourth
of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $14.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for the Requisite Trading Period. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. The Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to the completion of an initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any
30-trading
day period following the consummation of an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Additionally, the holders of the Founder Shares have agreed that the Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination provided that, such holders shall be permitted to transfer such Founder Shares if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
The Anchor Investors purchased a total of 19,800,000
U
nits and 3,000,000
Private Placement Warrants in the Initial Public Offering at the offering price of $
10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors.
The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering.
 
14

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Promissory Note—Related Party
On February 5, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering.
On September 14, 2021, the Company and the Sponsor entered into an agreement to amend and restate the Promissory Note, extending the due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. On December 21, 2021
,
the Company repaid the outstanding balance of $149,172 under the Promissory Note.
 
As of June 30, 2023 and December 31, 2022, there was $0 outstanding under the Working Capital Promissory Note.
On May 19, 2023, the Sponsor provided a $200,000 advance (“Advance”) to the Company. O
n September 15, 2023, the C
ompany issued an u
nsecured promissory note (the “Note”) with the S
ponsor 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 Combinatio
n and the Advance was converted into the first proceeds on the Note. T
he 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.
Due to Sponsor
Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. As of June 30, 2023 and December 31, 2022, there was $2,284 due to Sponsor.
Administrative Services Agreement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees.
As of June 30, 2023, the Company incurred $46,116 in administrative services agreement in total expenses which are included in accrued
expenses—related party in the accompanying condensed balance sheet. In the
three
 and
six
month periods ended June 30, 2023, operating expenses of $2,600 and $5,200 were recognized respectively as operating costs relating to this agreement.
Related Party Loans
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 an initial Business Combination does not close, 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 ident
ical to the
Private Placement Warrants
.
 
15

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 6. COMMITMENTS AND CONTINGENCIES
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 Option. In addition, $0.35 per Unit, or $7,875,000
in the aggregate would have been payable to the underwriter for deferred underwriting commissions. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. 
NOTE 7. SHAREHOLDERS’ DEFICIT (DEFICIT) EQUITY
Preference shares
— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
 A ordinary shares —
The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 5,621,910 and 22,500,000 Class A ordinary shares issued and outstanding, respectively, including 2,246,910 and 22,500,000 Class A ordinary shares subject to possible redemption, respectively.
Class
 B ordinary shares —
The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 2,250,000 and 5,625,000 Class B ordinary shares issued and outstanding, respectively. Movement relates from the conversion of 3,375,000 Class B shares to Class A discussed below.
On February 8, 2021, the 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 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500
 
16

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.
The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023. At the Meeting, the shareholders of the Company approved an amendment that certain investment management trust agreement, dated December 17, 2021 to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to the earliest of (i) the Company’s completion of an initial business combination and (ii) March 15, 2024 (the “Extension Date”).
The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, on a
one-for-one
basis at any time and from time to time prior to the closing of a business combination at the election of the holder.
At the Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) the Founder Share Amendment Proposal; and (iv) a proposal to approve the adjournment of the Meeting to a later date or dates if necessary (such proposal, the “Adjournment Proposal”).
In connection with the vote to approve the Extension Amendment Proposal, the holders of 20,253,090 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $211.9 million.
Immediately following the approval of the proposals at the Meeting, Swiftmerge Holdings, L.P. as the holder of 3,375,000 Class B Ordinary Shares, converted all 3,375,000 of such shares into the same number of Class A Ordinary Shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B Ordinary Shares, there are an aggregate of 5,621,910 Class A Ordinary Shares outstanding
.
 
17

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Warrants
—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:
 
   
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.
The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
 
18

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their respective affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the
20-trading
day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be
non-redeemable.
At June 30, 2023 and December 31, 2022, there were 11,250,000 Public Warrants outstanding, and 9,350,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
NOTE 8. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Amount at Fair
Value
    
Level 1
    
Level 2
    
Level 3
 
June 30, 2023 (Unaudited)
                                   
Assets
                                   
Investments held in Trust Account:
                                   
U.S. Treasury Securities Money Market Funds
   $ 22,888,754      $ 22,888,754      $      $  
December 31, 2022
                                   
Assets
                                   
Investments held in Trust Account:
                                   
U.S. Treasury Securities Money Market Funds
   $ 229,792,494      $ 229,792,494      $      $  
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that have occurred that would have required adjustment or disclosure in the unaudited condensed financial statements other tha
n the Note as described in Note 5 and a
s follows below.
The Merger Agreement
On August 11, 2023, Swiftmerge entered into a Merger Agreement (the “Merger Agreement”) with HDL Therapeutics, Inc., a Delaware corporation (“HDL”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Swiftmerge (“Merger Sub” and, together with Swiftmerge and HDL the “Parties”).
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”):
(i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into HDL, the separate corporate existence of Merger Sub will cease and HDL will be the surviving corporation and a wholly owned subsidiary of Swiftmerge (the “Merger”);
(ii) as a result of the Merger, among other things, all outstanding shares of HDL capital stock will be canceled in exchange for the right to receive, in the aggregate, a combination of cash and shares of Domesticated Swiftmerge Common Stock (as defined below) (valued at $
10.00
per share) having a total value of $
400,000,000
; and
(iii) in connection with the Business Combination, Swiftmerge will be renamed “HDL Therapeutics, Inc.”
 
19

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
The Merger Agreement also provides, among other things, that certain HDL stockholders may receive an earnout consideration payment following the Closing of up to 11,000,000 shares of Domesticated Swiftmerge Common Stock (the “Earnout Shares”), subject to the following achievement triggers, respectively:
(i) 6,000,000 Earnout Shares, in the aggregate, if, at any time during the period starting on the Closing Date and ending on the second anniversary of the Closing Date (the “Applicable Earnout Period”), over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $12.50 per share (the “First Share Price Performance Milestone”); and
(ii) 5,000,000 Earnout Shares, in the aggregate, if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $15.00 per share (the “Second Share Price Performance Milestone”);
provided that each achievement trigger will only occur once, if at all, and in no event will the HDL stockholders be entitled to receive more than an aggregate of 11,000,000 Earnout Shares.
For purposes of determining whether the First Share Price Performance Milestone or the Second Share Price Performance Milestone, as applicable, is achieved, the Parties have agreed to the definition of the term “VWAP” (or dollar volume-weighted average price) in the Merger Agreement. In the event that the VWAP on the applicable measurement date cannot be calculated in accordance with the Merger Agreement, then the applicable VWAP shall be the fair market value per share on the applicable measurement date as reasonably determined by the Board of Directors of Swiftmerge (the “Board”).
The Board has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Swiftmerge.
The Domestication
On the day that is at least one Business Day prior to the Closing, subject to the approval of Swiftmerge’s shareholders and on the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, Part XII of the Cayman Islands Companies Act (Revised) and Swiftmerge’s Amended and Restated Memorandum and Articles of Association, Swiftmerge will effect a deregistration from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”).
In connection with the Domestication,
(i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Swiftmerge (“Swiftmerge Class A Common Shares”), will convert automatically into one share of common stock, par value $0.0001, of Swiftmerge (after its Domestication) (the “Domesticated Swiftmerge Common Stock”);
(ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Swiftmerge (“Swiftmerge Class B Common Shares”), will convert automatically into one share of Domesticated Swiftmerge Common Stock;
(iii) each then issued and outstanding warrant of Swiftmerge will become exercisable for
one share
of Domesticated Swiftmerge Common Stock (“Domesticated Swiftmerge Warrant”), pursuant to the Warrant Agreement, dated December 14, 2021, between Swiftmerge and Continental Stock Transfer & Trust HDL, as warrant agent, as amended; and
(iv) each then issued and outstanding unit of Swiftmerge will separate and convert automatically into one share of Domesticated Swiftmerge Common Stock and one-half of one Domesticated Swiftmerge Warrant.
Pre-Closing Financing by HDL
After the date of the Merger Agreement, HDL has agreed to use commercially reasonable efforts to obtain additional financing, in form and substance reasonably acceptable to Parent and HDL, including through the sale of additional Series X Preferred Stock of HDL with an aggregate purchase price of up to $2,680,000 through December 31, 2023, and up to an additional $3,000,000 thereafter, for the purposes of funding the performance by HDL of certain enumerated covenants and agreements set forth in the Merger Agreement (the “Pre-Closing Financing”). HDL shall not enter into any agreement to sell shares of its Series X Preferred Stock unless the purchaser of such Series X Preferred Stock agrees that any additional consideration payable with respect to such Series X Preferred Stock upon the consummation of the Merger will be payable solely in Parent Common Shares. Further, notwithstanding anything to the contrary in the Merger Agreement, the obligation of HDL to perform any of the enumerated covenants and agreements to the extent the performance of any such covenant or agreement requires HDL to incur expenses, is (i) with respect to the period from the date of the Merger Agreement through December 31, 2023 (the “2023 Period”), expressly conditioned on HDL raising an aggregate of $2,680,000 in Pre- Closing Financing during the 2023 Period (the “2023 Minimum Pre-Closing Financing”), and until HDL has obtained the 2023 Minimum Pre- Closing Financing, any non-performance during the 2023 Period of any such covenant or agreement shall not be deemed to be a breach of the Merger Agreement and (ii) with respect to the period after December 31, 2023 (the “2024 Period”), expressly conditioned on HDL’s ability to pay its expenses, debts and other liabilities and commitments as they come due in the ordinary course of business unrelated to such covenants or agreements (and any non-performance during the 2024 Period of any such covenant or agreement shall not be deemed a breach of the Merger Agreement to the extent HDL is unable to so pay such expenses, debts and other liabilities and commitments), until HDL has raised an aggregate amount of Pre- Closing Financing of at least $3,000,000 during the 2024 Period (the “2024 Minimum Pre-Closing Financing”).
 
20

SWIFTMERGE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
Certain Related Agreements
Sponsor Support Agreement
Concurrently with the execution of the Merger Agreement, Swiftmerge entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Swiftmerge, HDL, the Sponsor, and the other parties thereto, pursuant to which during the period commencing upon the signing of the Merger Agreement and ending on the earliest of (x) the Effective Time, (y) such date and time as the Merger Agreement shall have been validly terminated in accordance with its terms, and (z) the liquidation of Swiftmerge, the Sponsor and the other parties thereto, each agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby and in favor of any extension of Swiftmerge’s deadline to consummate a “Business Combination” as such term is defined in Swiftmerge’s governing documents, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.
HDL Support Agreement
Following the signing of the Merger Agreement, Swiftmerge entered into a HDL Support Agreement (the “HDL Support Agreement”), by and among Swiftmerge, HDL and certain stockholders of HDL (the “HDL Holders”), pursuant to which the HDL Holders agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the HDL Support Agreement.
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Swiftmerge, the Sponsor and certain equityholders of HDL and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Swiftmerge will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Swiftmerge Common Stock and other equity securities of Swiftmerge that are held by the parties thereto from time to time.
Lock-Up Agreement
At the Closing, Swiftmerge, HDL, the Sponsor, certain stockholders of HDL (such stockholders, the “Target Holders”), and other persons and entities (collectively, the “Holders” and each, a “Holder”), will enter into a lock-up agreement (the “Lock-Up Agreement”) with respect to the Domesticated Swiftmerge Common Stock and any other equity securities convertible into or exercisable or exchangeable for or representing the rights to receive shares of Domesticated Swiftmerge Common Stock held by the Holders immediately following the Closing or acquired during the one hundred eighty (180) days after the Closing, but excluding any Domesticated Swiftmerge Common Stock acquired by a Holder in open market transactions during such period (the “Lock-Up Shares”), pursuant to which, each Holder will agree not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any Lock-Up Shares during the Lock-Up Period (as defined below), on the terms and subject to the conditions set forth in the Lock-Up Agreement. “Lock-Up Period” means the six month period following the Closing. Notwithstanding the provisions of the Lock-Up Agreement that restrict the Holders, the Holders will be permitted to engage in any transaction with respect to the Lock-Up Shares if, subsequent to the Closing, the closing price of the Domesticated Swiftmerge Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or Swiftmerge consummations a liquidation, merger, share exchange or other similar transaction which results in Swiftmerge’s shareholders having the right to exchange their Domesticated Swiftmerge Common Shares for cash, securities or other property.
 
21


Table of Contents

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 banks 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 $200.0 million, and incurring offering costs of approximately $12.6 million, of which $7.0 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 $25.0 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 $8.6 million. On January 18, 2022, following the underwriter’s exercise of the Over-Allotment Option, the Sponsor

 

22


Table of Contents

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, $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 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 March 15, 2024 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 from February 3, 2021 (inception) through June 30, 2023 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 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.

For the three months ended June 30, 2022, we had a net loss of $54,614, which resulted from a gain on investments held in the Trust Account of $301,214, offset by formation and operating costs of $355,828.

For the six months ended June 30, 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.

For the six months ended June 30, 2022, we had a net loss of $488,977, which resulted from a loss on the sale of private placement warrants to our sponsor of $30,000, offset in part by formation and operating costs of $781,733 and a gain on investments held in the Trust Account of $322,756.

 

23


Table of Contents

Liquidity, Capital Resources and Going Concern

As of June 30, 2023, the Company had cash held outside of the Trust Account of $172,900 and a working capital deficit of $2,168,059.

For the six months ended June 30, 2023, net cash used in operating activities was $489,014, which was due to our net income of $2,583,055 and a gain on investments held in the Trust Account of $5,014,364, offset in part by changes in working capital of $1,942,295.

For the six months ended June 30, 2022, net cash used in operating activities was $296,972, which was due to our net loss of $488,977 and a gain on investments held in the Trust Account of $322,756, offset in part by changes in working capital of $484,761 and a loss on the sale of Private Placement Warrants to our Sponsor of $30,000.

For the six months ended June 30, 2023, net cash provided by investing activities of $211,918,104 represents the proceeds from the Trust account for payment to redeeming shareholders.

For the six months ended June 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 and proceeds from the sale of the Private Placement Warrants being deposited to the Trust Account.

For the six months ended June 30, 2023, net cash used in financing activities of $211,718,104 due to payment to redeeming shareholders, partially offset by cash inflow from related party promissory note.

For the six months ended June 30, 2022, net cash provided by financing activities of $25,250,000 was comprised of $24,500,000 in proceeds from the Initial Public Offering net of underwriting discount paid and $750,000 in proceeds from the sale of Private Placement Warrants.

As of June 30, 2023, we had cash of $172,900 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.

Through June 30, 2023, our liquidity needs were satisfied through $200,000 of advances outstanding subsequently covered under the Promissory Note (See Note 6).

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 June 30, 2023, 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 March 15, 2024.

 

24


Table of Contents

Unless further extended, the Company will have until March 15, 2024 to complete a Business Combination. If a Business Combination is not consummated by March 15, 2024 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company.

Based on the liquidity issue, mandatory liquidation and subsequent dissolution 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 financial statements are issued. Although the Company intends to consummate a business combination on or before March 15, 2024, 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 accompanying 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 June 30, 2023 or December 31, 2022.

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 would have been payable to the underwriter for deferred underwriting commissions.

Promissory Notes—Related Party

On May 19, 2023, the Sponsor provided a $200,000 advance (“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. 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.

 

25


Table of Contents

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:

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 June 30, 2023 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 2,685,418 as of June 30, 2023.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net 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

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.

Recent Developments

The Merger Agreement

On August 11, 2023, Swiftmerge entered into a Merger Agreement (the “Merger Agreement”) with HDL Therapeutics, Inc., a Delaware corporation (“HDL”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Swiftmerge (“Merger Sub” and, together with Swiftmerge and HDL the “Parties”).

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”):

(i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into HDL, the separate corporate existence of Merger Sub will cease and HDL will be the surviving corporation and a wholly owned subsidiary of Swiftmerge (the “Merger”);

 

26


Table of Contents

(ii) as a result of the Merger, among other things, all outstanding shares of HDL capital stock will be canceled in exchange for the right to receive, in the aggregate, a combination of cash and shares of Domesticated Swiftmerge Common Stock (as defined below) (valued at $10.00 per share) having a total value of $400,000,000; and

(iii) in connection with the Business Combination, Swiftmerge will be renamed “HDL Therapeutics, Inc.”

The Merger Agreement also provides, among other things, that certain HDL stockholders may receive an earnout consideration payment following the Closing of up to 11,000,000 shares of Domesticated Swiftmerge Common Stock (the “Earnout Shares”), subject to the following achievement triggers, respectively:

(i) 6,000,000 Earnout Shares, in the aggregate, if, at any time during the period starting on the Closing Date and ending on the second anniversary of the Closing Date (the “Applicable Earnout Period”), over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $12.50 per share (the “First Share Price Performance Milestone”); and

(ii) 5,000,000 Earnout Shares, in the aggregate, if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $15.00 per share (the “Second Share Price Performance Milestone”);

provided that each achievement trigger will only occur once, if at all, and in no event will the HDL stockholders be entitled to receive more than an aggregate of 11,000,000 Earnout Shares.

For purposes of determining whether the First Share Price Performance Milestone or the Second Share Price Performance Milestone, as applicable, is achieved, the Parties have agreed to the definition of the term “VWAP” (or dollar volume-weighted average price) in the Merger Agreement. In the event that the VWAP on the applicable measurement date cannot be calculated in accordance with the Merger Agreement, then the applicable VWAP shall be the fair market value per share on the applicable measurement date as reasonably determined by the Board of Directors of Swiftmerge (the “Board”).

The Board has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Swiftmerge.

The Domestication

On the day that is at least one Business Day prior to the Closing, subject to the approval of Swiftmerge’s shareholders and on the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, Part XII of the Cayman Islands Companies Act (Revised) and Swiftmerge’s Amended and Restated Memorandum and Articles of Association, Swiftmerge will effect a deregistration from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”).

In connection with the Domestication,

(i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Swiftmerge (“Swiftmerge Class A Common Shares”), will convert automatically into one share of common stock, par value $0.0001, of Swiftmerge (after its Domestication) (the “Domesticated Swiftmerge Common Stock”);

(ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Swiftmerge (“Swiftmerge Class B Common Shares”), will convert automatically into one share of Domesticated Swiftmerge Common Stock;

(iii) each then issued and outstanding warrant of Swiftmerge will become exercisable for one share of Domesticated Swiftmerge Common Stock (“Domesticated Swiftmerge Warrant”), pursuant to the Warrant Agreement, dated December 14, 2021, between Swiftmerge and Continental Stock Transfer & Trust HDL, as warrant agent, as amended; and

(iv) each then issued and outstanding unit of Swiftmerge will separate and convert automatically into one share of Domesticated Swiftmerge Common Stock and one-half of one Domesticated Swiftmerge Warrant.

 

27


Table of Contents

Pre-Closing Financing by HDL

After the date of the Merger Agreement, HDL has agreed to use commercially reasonable efforts to obtain additional financing, in form and substance reasonably acceptable to Parent and HDL, including through the sale of additional Series X Preferred Stock of HDL with an aggregate purchase price of up to $2,680,000 through December 31, 2023, and up to an additional $3,000,000 thereafter, for the purposes of funding the performance by HDL of certain enumerated covenants and agreements set forth in the Merger Agreement (the “Pre-Closing Financing”). HDL shall not enter into any agreement to sell shares of its Series X Preferred Stock unless the purchaser of such Series X Preferred Stock agrees that any additional consideration payable with respect to such Series X Preferred Stock upon the consummation of the Merger will be payable solely in Parent Common Shares. Further, notwithstanding anything to the contrary in the Merger Agreement, the obligation of HDL to perform any of the enumerated covenants and agreements to the extent the performance of any such covenant or agreement requires HDL to incur expenses, is (i) with respect to the period from the date of the Merger Agreement through December 31, 2023 (the “2023 Period”), expressly conditioned on HDL raising an aggregate of $2,680,000 in Pre-Closing Financing during the 2023 Period (the “2023 Minimum Pre-Closing Financing”), and until HDL has obtained the 2023 Minimum Pre-Closing Financing, any non-performance during the 2023 Period of any such covenant or agreement shall not be deemed to be a breach of the Merger Agreement and (ii) with respect to the period after December 31, 2023 (the “2024 Period”), expressly conditioned on HDL’s ability to pay its expenses, debts and other liabilities and commitments as they come due in the ordinary course of business unrelated to such covenants or agreements (and any non-performance during the 2024 Period of any such covenant or agreement shall not be deemed a breach of the Merger Agreement to the extent HDL is unable to so pay such expenses, debts and other liabilities and commitments), until HDL has raised an aggregate amount of Pre-Closing Financing of at least $3,000,000 during the 2024 Period (the “2024 Minimum Pre-Closing Financing”).

Certain Related Agreements

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, Swiftmerge entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Swiftmerge, HDL, the Sponsor, and the other parties thereto, pursuant to which during the period commencing upon the signing of the Merger Agreement and ending on the earliest of (x) the Effective Time, (y) such date and time as the Merger Agreement shall have been validly terminated in accordance with its terms, and (z) the liquidation of Swiftmerge, the Sponsor and the other parties thereto, each agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby and in favor of any extension of Swiftmerge’s deadline to consummate a “Business Combination” as such term is defined in Swiftmerge’s governing documents, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.

HDL Support Agreement

Following the signing of the Merger Agreement, Swiftmerge entered into a HDL Support Agreement (the “HDL Support Agreement”), by and among Swiftmerge, HDL and certain stockholders of HDL (the “HDL Holders”), pursuant to which the HDL Holders agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the HDL Support Agreement.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Swiftmerge, the Sponsor and certain equityholders of HDL and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Swiftmerge will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Swiftmerge Common Stock and other equity securities of Swiftmerge that are held by the parties thereto from time to time.

Lock-Up Agreement

At the Closing, Swiftmerge, HDL, the Sponsor, certain stockholders of HDL (such stockholders, the “Target Holders”), and other persons and entities (collectively, the “Holders” and each, a “Holder”), will enter into a lock-up agreement (the “Lock-Up Agreement”) with respect to the Domesticated Swiftmerge Common Stock and any other equity securities convertible into or exercisable or exchangeable for or representing the rights to receive shares of Domesticated Swiftmerge Common Stock held by the Holders immediately following the Closing or acquired during the one hundred eighty (180) days after the Closing, but excluding any Domesticated Swiftmerge Common Stock acquired by a Holder in open market transactions during such period (the “Lock-Up Shares”), pursuant to which, each Holder will agree not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any Lock-Up Shares during the Lock-Up Period (as defined below), on the terms and subject to the conditions set forth in the Lock-Up Agreement. “Lock-Up Period”

 

28


Table of Contents

means the six month period following the Closing. Notwithstanding the provisions of the Lock-Up Agreement that restrict the Holders, the Holders will be permitted to engage in any transaction with respect to the Lock-Up Shares if, subsequent to the Closing, the closing price of the Domesticated Swiftmerge Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or Swiftmerge consummations a liquidation, merger, share exchange or other similar transaction which results in Swiftmerge’s shareholders having the right to exchange their Domesticated Swiftmerge Common Shares for cash, securities or other property.

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.

 

29


Table of Contents

ITEM 4. DISCLOSURE 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 June 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of June 30, 2023, 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 unbilled amounts due to third-party service providers, failure to timely remove liability associated with the deferred underwriting fees, and interest income during the preparation of our annual report on Form 10-K as of and for the year ended December 31, 2022. 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.

In November 2022, the Company obtained a waiver letter from the underwriter in the Company’s initial public offering that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. On August 21, 2023, in connection with the preparation of the Company’s unaudited financial statements for the quarter and six-months ended June 30, 2023, management determined that the waived deferred underwriting commission had previously been improperly classified as a liability after the waiver was obtained. As a result, management determined that it is appropriate to restate the Company’s previously issued audited financial statements as of and for the year ended December 31, 2022, included in the Company’s previously filed Annual Report on Form 10-K with the Securities and Exchange Commission (the “Form 10-K”), and the unaudited financial statements as of and for the three months ended March 31, 2023, included in the Company’s previously filed Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “Form 10-Q” and collectively with the Form 10-K and the financial statements included in the Form 10-K and the Form 10-Q, the “Non-Reliance Financial Statements”). The Company’s audit committee concluded that the Non-Reliance Financial Statements should no longer be relied upon, and that the Company will amend the Form 10-K and the Form 10-Q to include restatements of the Non-Reliance Financial Statements. The changes do not impact the Company’s cash position.

As a result of the foregoing, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. After that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective as a result of the foregoing.

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 June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings.

None.

 

30


Table of Contents

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 for year ended December 31, 2022, on Form 10-K, filed with the SEC on April 21, 2023 (the “2022 Annual Report”). The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our 2022 Annual Report.

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 June 30, 2023, the Company had cash held outside of the Trust Account of $172,900 and a working capital deficit of $2,368,059. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Based on the cash forecast prepared by management as of June 30, 2023, 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 March 15, 2024, the date at which we must complete a Business Combination. We have filed a preliminary proxy statement in connection with a special meeting of shareholders to be held to extend the period of time that we have to effect our initial Business Combination, however if the extension is not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company. The liquidity issue, mandatory liquidation and subsequent dissolution 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 March 15, 2024. 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.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

 

31


Table of Contents

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

Exhibit

No.

  

Description

2.1    Agreement and Plan of Merger, dated as of August 11, 2023 (2)
3.1    Amended and Restated Memorandum and Articles of Association. (1)
3.2    Amendment to the Amended And Restated Memorandum and Articles of Association of Swiftmerge Acquisition Corp. (3)
10.1    Amendment to the Investment Management Trust Agreement, dated June 15, 2023 (3)
10.2*    Working Capital Promissory Note dated September 15, 2023 between the Registrant and Swiftmerge Holdings LP.
31.1*    Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*    Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**    Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**    Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*    Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.CAL*    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*    Inline XBRL Taxonomy Extension Schema Document
101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*    Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document
104    The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

 

*

Filed herewith.

**

Furnished herewith.

(1)

Incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on December 20, 2021.

(2)

Incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on August 11, 2023.

(3)

Incorporated by reference to Exhibits 3.1 and 10.1 of the registrant’s Current Report on Form 8-K, filed with the SEC on June 15, 2023.

 

32


Table of Contents

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: September 20, 2023       By:  

/s/ John Bremner

        John Bremner
        Chief Executive Officer

 

      Swiftmerge Acquisition Corp.
Date: September 20, 2023       By:  

/s/ Christopher J. Munyan

        Christopher J. Munyan
        Chief Financial Officer

 

33

Exhibit 10.2

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WORKING CAPITAL PROMISSORY NOTE

 

Principal Amount: Up to $500,000

(as set forth on the Schedule of Borrowings attached hereto as Exhibit A)

   Dated as September 15, 2023

Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Swiftmerge Holdings, LP, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Five Hundred Thousand Dollars ($500,000); (as set forth on the Schedule of Borrowings attached hereto as Exhibit A, which schedule shall be updated from time to time by the parties hereto to reflect all prior and current advances and re-advances outstanding;) in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (the “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.

Principal. The outstanding principal balance of this Note shall be payable promptly after the date on which the Maker consummates an initial business combination (a “Business Combination”) with a target business (the “Maturity Date”) as described in the Maker’s initial public offering prospectus dated December 14, 2021 (the “Prospectus”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee, partner, member or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder. Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that Maker has sufficient funds available to it to repay any amounts outstanding hereunder.

 

2.

Conversion at Option of the Payee. At any time and from time to time, at the option of the Payee, all or a portion of any unpaid and outstanding principal balance of this Note, subject to this Section 2, may be convertible into one or more private placement warrants of the Maker (the “Private Warrants”), with each $1.00 of unpaid and outstanding principal balance of this Note being convertible into one Private Warrant (a “Conversion”). Each Private Warrant, when and if transferred to Payee, will entitle the Payee to purchase one Class A ordinary share of the Maker, par value $0.0001 per share (each, an “Ordinary Share”), at an exercise price of $11.50 per Ordinary Share, subject to adjustment, and will otherwise have the terms set forth in that certain Warrant Agreement, entered into by the Maker and Continental Stock Transfer & Trust Company


  on December 14, 2021 (the “IPO Closing Date”) at the consummation of the Maker’s initial public offering of the Maker’s units (the “IPO”), as amended from time to time. The Payee acknowledges and agrees that the Private Warrants, when and if transferred to Payee, will be subject to the terms of a letter agreement (the “Letter Agreement”), entered into by the Maker, the sponsor and certain other parties thereto on the IPO Closing Date. The certificate or certificates for the Private Warrants transferred to Payee upon Conversion, and any Ordinary Shares into which they are exercised, shall bear such restrictive legends as are customary pursuant to applicable state and federal securities laws. In no event shall more than 500,000 Private Warrants be transferred as a result of one or more Conversions.

 

  (a)

Effect of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this Note at least one business day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a Business Combination (assuming receipt of timely notice of conversion), transfer and cause to be issued and delivered to Payee, at Payee’s address set forth on the signature page hereto or such other address requested by Payee, a certificate or certificates for the number of Private Warrants to which Payee is entitled upon such conversion (bearing such restrictive legends as are customary pursuant to applicable state and federal securities laws).

 

3.

Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

4.

Drawdown Requests. The Maker and the Payee agree that the Maker may request up to a total of Five Hundred Thousand Dollars ($500,000) in the aggregate for costs and expenses reasonably related to the Maker’s working capital needs prior to the consummation of the Business Combination. The principal amount of this Note has been and may be drawn down from time to time prior to the Maturity Date, upon written request from the Maker to the Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000) unless agreed to by the Payee in its sole discretion. The Payee shall fund each Drawdown Request no later than three business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any one time may not exceed Five Hundred Thousand Dollars ($500,000). No fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.

 

5.

Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the reduction of the unpaid principal balance of this Note.

 

2


6.

Events of Default. The following shall constitute an event of default (“Event of Default”):

 

  (a)

Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the Maturity Date.

 

  (b)

Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary proceeding relating to its respective bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker, as applicable, or for any substantial part of its respective property, or the making by the Maker of any assignment for the benefit of creditors, or the failure of Maker generally to pay its respective debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

  (c)

Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its respective property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

7.

Remedies.

 

  (a)

Upon the occurrence of an Event of Default specified in Section 7(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

  (b)

Upon the occurrence of an Event of Default specified in Sections 7(b) and 7(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

 

8.

Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

3


9.

Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

10.

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile, (v) by electronic mail, to the electronic mail address most recently provided or such other electronic mail address as may be designated in writing, in each case, by either Maker or Payee to the other party or (vi) to the following addresses or to such other address as either party may designate by notice in accordance with this Section 11:

If to Maker:

Swiftmerge Acquisition Corp.

4318 Forman Ave

Toluca Lake, California 91602

Attn: John S. Bremner

Chief Executive Officer

If to Payee:

Swiftmerge Holdings, LP

4318 Forman Ave

Toluca Lake, California 91602

Attn: Aston Loch

Manager

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) business days following tender of delivery or dispatch by express mail or delivery service.

 

11.

Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

12.

Jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS NOTE, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

 

4


13.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

14.

Trust Waiver. Payee has read the Prospectus and understands that the Maker has established the trust account described in the Prospectus (the “Trust Account”), in the amount of approximately $23.4 million as of June 15, 2023 for the benefit of the public stockholders and the underwriters of the Maker’s initial public offering pursuant to the certain investment management trust agreement, originally dated as of December 17, 2021, as amended on June 15, 2023, between the Maker and Continental Stock Transfer & Trust Company, which amount has been reduced to (the “Trust Agreement”) and that, except for certain exceptions described in the Prospectus, the Maker may disburse monies from the Trust Account only for the purposes set forth in the Trust Agreement.

Notwithstanding anything herein to the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and hereby agrees that it will not seek recourse against the Trust Account for any claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided that (a) nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note) so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account to Maker upon completion of the Business Combination and any assets that have been purchased or acquired with any such funds).

 

15.

Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

16.

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

[signature page follows]

 

5


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.

 

SWIFTMERGE ACQUISITION CORP.
By:  

/s/ Christopher Munyan

Name: Christopher Munyan
Title: Chief Financial Officer

 

Accepted and Agreed:
SWIFTMERGE HOLDINGS LP
By: Swiftmerge Holdings LLC,

Its general partner

By:  

/s/ Aston Loch

Name: Aston Loch
Title: Manager

 

6


EXHIBIT A

SCHEDULE OF BORROWINGS

The following increases or decreases in this Promissory Note have been made:

 

Date of Increase

or Decrease

   Amount of decrease in Principal
Amount of this Promissory Note
   Amount of increase in Principal
Amount of this Promissory
Note
   Principal Amount of this
Promissory Note following such
decrease or increase

June 30, 2023

      $200,000.00    $200,000.00

 

7


EXHIBIT B

WARRANT AGREEMENT

 

8


EXHIBIT C

LETTER AGREEMENT

 

9

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John Bremner, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the six-month period ended June 30, 2023 of Swiftmerge Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 20, 2023

 

/s/ John S. Bremner

John S. Bremner
Chief Executive Officer

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher J. Munyan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the six-month period ended June 30, 2023 of Swiftmerge Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 20, 2023

 

/s/ Christopher J. Munyan

Christopher J. Munyan
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, John Bremner, Chief Executive Officer of Swiftmerge Acquisition Corp. (the “Company”), hereby certify, that, to my knowledge:

1. the Quarterly Report on Form 10-Q for the six-month period ended June 30, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 20, 2023

 

/s/ John Bremner

John Bremner
Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Christopher J. Munyan, Chief Financial Officer of Swiftmerge Acquisition Corp. (the “Company”), hereby certify, that, to my knowledge:

1. the Quarterly Report on Form 10-Q for the six-month period ended June 30, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 20, 2023

 

/s/ Christopher J. Munyan

Christopher J. Munyan
Chief Financial Officer
(Principal Financial Officer)
v3.23.3
Cover Page - shares
6 Months Ended
Jun. 30, 2023
Sep. 20, 2023
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Document Quarterly Report true  
Document Transition Report false  
Entity Registrant Name SWIFTMERGE ACQUISITION CORP.  
Entity Central Index Key 0001845123  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company true  
Entity Ex Transition Period false  
Entity File Number 001-41164  
Entity Incorporation, State or Country Code E9  
Entity Interactive Data Current Yes  
Entity Address, Address Line One 4318 Forman Ave  
Entity Address, City or Town Toluca Lake  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 91602  
Entity Tax Identification Number 98-1582153  
City Area Code 424  
Local Phone Number 431-0030  
Common Class A [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share  
Trading Symbol IVCP  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   5,621,910
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   2,250,000
Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant  
Trading Symbol IVCPU  
Security Exchange Name NASDAQ  
Redeemable Warrants [Member]    
Document Information [Line Items]    
Title of 12(b) Security Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share  
Trading Symbol IVCPW  
Security Exchange Name NASDAQ  
v3.23.3
Condensed Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 172,900 $ 461,914
Prepaid expenses 280,039 514,200
Total current assets 452,939 976,114
Investments held in Trust Account 22,888,754 229,792,494
TOTAL ASSETS 23,341,693 230,768,608
Current liabilities:    
Accounts payable 1,857,044 51,453
Accrued offering costs 311,430 311,430
Due to Sponsor $ 2,284 $ 2,284
Other Liability, Current, Related Party, Type [Extensible Enumeration] Related Party [Member] Related Party [Member]
Accrued expenses $ 404,124 $ 504,181
Accrued expenses - related party 46,116 43,516
Advance from Sponsor $ 200,000 $ 0
Notes Payable, Current, Related Party, Type [Extensible Enumeration] Related Party [Member] Related Party [Member]
Total current liabilities $ 2,820,998 $ 912,864
Total liabilities 2,820,998 912,864
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,246,910 and 22,500,000 shares issued and outstanding at redemption value of $10.14 and $10.21, respectively 22,788,754 229,692,494
Shareholders' (Deficit) Equity    
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding 0 0
Additional paid-in capital 0 0
(Accumulated deficit) Retained earnings (2,268,621) 162,688
Total Shareholders' (Deficit) Equity (2,268,059) 163,250
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY 23,341,693 230,768,608
Common Class A [Member]    
Current liabilities:    
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,246,910 and 22,500,000 shares issued and outstanding at redemption value of $10.14 and $10.21, respectively 22,788,754 229,692,494
Shareholders' (Deficit) Equity    
Common Stock, Value 337 0
Common Class B [Member]    
Shareholders' (Deficit) Equity    
Common Stock, Value $ 225 $ 562
v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Temporary Equity, Shares Outstanding 2,246,910 22,500,000
Temporary Equity, Redemption Price Per Share $ 10.14 $ 10.21
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 1,000,000 1,000,000
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
Temporary Equity, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Temporary Equity, Shares Issued 2,246,910 22,500,000
Common Class A [Member]    
Temporary Equity, Shares Outstanding 2,246,910 22,500,000
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 200,000,000 200,000,000
Common Stock, Shares, Issued 3,375,000 0
Common Stock, Shares, Outstanding 3,375,000 0
Common Class B [Member]    
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 20,000,000 20,000,000
Common Stock, Shares, Issued 2,250,000 5,625,000
Common Stock, Shares, Outstanding 2,250,000 5,625,000
v3.23.3
Condensed Statements Of Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Formation and operating costs $ 1,212,603 $ 355,828 $ 2,431,309 $ 781,733
Loss from operations (1,212,603) (355,828) (2,431,309) (781,733)
Loss on sale of Private Placement Warrants 0 0 0 (30,000)
Unrealized gain on investments held in Trust Account 2,685,418 301,214 5,014,364 322,756
Net income (loss) 1,472,815 (54,614) 2,583,055 (488,977)
Common Class A [Member]        
Net income (loss) $ 1,213,134 $ (43,691) $ 2,094,453 $ (391,182)
Basic weighted average shares outstanding 19,347,527 22,500,000 20,915,055 22,251,381
Diluted weighted average shares outstanding 19,347,527 22,500,000 20,915,055 22,251,381
Basic income (loss) per share $ 0.06 $ 0 $ 0.1 $ (0.02)
Diluted income (loss) per share $ 0.06 $ 0 $ 0.1 $ (0.02)
Common Class B [Member]        
Net income (loss) $ 259,681 $ (10,923) $ 488,602 $ (97,795)
Basic weighted average shares outstanding 4,141,484 5,625,000 4,879,144 5,562,845
Diluted weighted average shares outstanding 4,141,484 5,625,000 4,879,144 5,562,845
Basic income (loss) per share $ 0.06 $ 0 $ 0.1 $ (0.02)
Diluted income (loss) per share $ 0.06 $ 0 $ 0.1 $ (0.02)
v3.23.3
Condensed Statements Of Changes In Shareholders' Deficit - USD ($)
Total
Common Class A [Member]
Common Class B [Member]
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Beginning Balance at Dec. 31, 2021 $ (5,484,056)     $ 0 $ 575 $ 0 $ (5,484,631)
Beginning Balance, Shares at Dec. 31, 2021       0 5,750,000    
Warrants, net of offering costs 1,181,250         1,181,250  
Issuance of Private Placement Warrants, net of offering costs 780,000         780,000  
Forfeiture of Class B Shares by Sponsor         $ (13)   13
Forfeiture of Class B Shares by Sponsor, Shares         (125,000)    
Accretion of Class A ordinary shares to redemption amount (2,806,250)         (1,961,250) (845,000)
Net income (loss) (434,363)           (434,363)
Ending Balance at Mar. 31, 2022 (6,763,419)     $ 0 $ 562 0 (6,763,981)
Ending Balance, Shares at Mar. 31, 2022       0 5,625,000    
Beginning Balance at Dec. 31, 2021 (5,484,056)     $ 0 $ 575 0 (5,484,631)
Beginning Balance, Shares at Dec. 31, 2021       0 5,750,000    
Accretion of Class A ordinary shares to redemption amount (3,029,488)            
Net income (loss) (488,977) $ (391,182) $ (97,795)        
Ending Balance at Jun. 30, 2022 (7,041,271)     $ 0 $ 562 0 (7,041,833)
Ending Balance, Shares at Jun. 30, 2022       0 5,625,000    
Beginning Balance at Mar. 31, 2022 (6,763,419)     $ 0 $ 562 0 (6,763,981)
Beginning Balance, Shares at Mar. 31, 2022       0 5,625,000    
Accretion of Class A ordinary shares to redemption amount (223,238)           (223,238)
Net income (loss) (54,614) (43,691) (10,923)       (54,614)
Ending Balance at Jun. 30, 2022 (7,041,271)     $ 0 $ 562 0 (7,041,833)
Ending Balance, Shares at Jun. 30, 2022       0 5,625,000    
Beginning Balance at Dec. 31, 2022 163,250     $ 0 $ 562 0 162,688
Beginning Balance, Shares at Dec. 31, 2022       0 5,625,000    
Accretion of Class A ordinary shares to redemption amount (2,328,946)           (2,328,946)
Net income (loss) 1,110,240           1,110,240
Ending Balance at Mar. 31, 2023 (1,055,456)     $ 0 $ 562 0 (1,056,018)
Ending Balance, Shares at Mar. 31, 2023       0 5,625,000    
Beginning Balance at Dec. 31, 2022 163,250     $ 0 $ 562 0 162,688
Beginning Balance, Shares at Dec. 31, 2022       0 5,625,000    
Accretion of Class A ordinary shares to redemption amount (5,014,364) (5,014,364)          
Net income (loss) 2,583,055 2,094,453 488,602        
Ending Balance at Jun. 30, 2023 (2,268,059)     $ 337 $ 225 0 (2,268,621)
Ending Balance, Shares at Jun. 30, 2023       3,375,000 2,250,000    
Beginning Balance at Mar. 31, 2023 (1,055,456)     $ 0 $ 562 0 (1,056,018)
Beginning Balance, Shares at Mar. 31, 2023       0 5,625,000    
Conversion of Founder Shares to Class A Ordinary       $ 337 $ (337)    
Conversion of Founder Shares to Class A Ordinary, Shares       3,375,000 (3,375,000)    
Accretion of Class A ordinary shares to redemption amount (2,685,418)           (2,685,418)
Net income (loss) 1,472,815 $ 1,213,134 $ 259,681       1,472,815
Ending Balance at Jun. 30, 2023 $ (2,268,059)     $ 337 $ 225 $ 0 $ (2,268,621)
Ending Balance, Shares at Jun. 30, 2023       3,375,000 2,250,000    
v3.23.3
Condensed Statements Of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flows from Operating Activities:    
Net income (loss) $ 2,583,055 $ (488,977)
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Loss on sale of Private Placement Warrants 0 30,000
Unrealized gain on investments held in Trust Account (5,014,364) (322,756)
Changes in operating assets and liabilities:    
Prepaid expenses 234,161 257,777
Accounts payable 1,805,591 (18,848)
Accrued expenses (100,057) 221,587
Accrued offering costs 0 (8,755)
Accrued expenses - related party 2,600 33,000
Net cash used in operating activities (489,014) (296,972)
Cash Flows from Investing Activities:    
Advances to Trust Account 0 (25,250,000)
Proceeds from Trust Account for payment to redeeming shareholders 211,918,104 0
Net cash provided by (used in) investing activities 211,918,104 (25,250,000)
Cash Flows from Financing Activities:    
Proceeds from Initial Public Offering, net of underwriting discount paid 0 24,500,000
Proceeds from sale of Private Placement Warrants 0 750,000
Payment to redeeming shareholders (211,918,104) 0
Proceeds from advance from Sponsor 200,000 0
Net cash (used in) provided by investing activities (211,718,104) 25,250,000
Net Change in Cash (289,014) (296,972)
Cash - Beginning of period 461,914 875,831
Cash - End of period 172,900 578,859
Non-cash investing and financing activities:    
Conversion of Founder Shares to Class A ordinary shares 338 0
Accretion of Class A ordinary shares subject to redemption value 5,014,364 3,029,488
Deferred underwriting fee payable 0 875,000
Forfeiture of Class B ordinary shares by Sponsor $ 0 $ 13
v3.23.3
Description of Organization, Business Operations, Liquidity And Going Concern
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization, Business Operations, Liquidity And Going Concern
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND GOING CONCERN
Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate
non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000
units; (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $
10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 4.
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 “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. 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 Initial Public Offering (including the closing of the Over-Allotment Option), an aggregate amount of $227,250,000 was placed in the Company’s trust account (the “Trust Account”) established in connection with the Initial Public Offering, invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees
 (subsequently derecognized),
$13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
 
The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,
Distinguishing Liabilities from Equity
(“ASC 480”).
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 5) and executive officers have agreed to waive (i) redemption
rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination,
(ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended
and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in
connection with an initial Business Combination or to redeem 
100
% of their Public Shares if the Company does not complete an initial Business Combination within 
18
months from the closing of the Initial Public Offering, unless extended, or with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, unless extended. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering, unless extended. 
 
The Company has until 18
months from the closing of the Initial Public Offering, unless extended, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no 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 the Company to pay income 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 the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 
The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial redemption amount of $
10.10 per share.
In November 2022, the Company obtained a waiver (the “Waiver Letter) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination.
On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination and (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”).
In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090
Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $
10.40
per share, for an aggregate redemption amount of $
211,918,104
. After the satisfaction of such redemptions, the balance in the Trust Account was $
22,858,102
.
Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares.
As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 
5,621,910 Class A
ordinary shares outstanding.
Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of
(i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Liquidity, Capital Resources, and Going Concern
As of June 30, 2023, the Company had cash held outside of the Trust Account of $
172,900 and a working capital deficit of $2,168,059.
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.
Through June 30, 2023, our liquidity needs were satisfied through $200,000 of advances outstanding subsequently covered under the Promissory Note (See Not
e 5)
.
Furthermore, unless extended, the Company will have until March 15, 2024 to complete a Business Combination. If a Business Combination is not consummated by March 15, 2024 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company.
Based on the cash forecast prepared by management as of June 30, 2023, 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 March 15, 2024.
Based on the above, management has 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 these financial statements are issued. Management plans to address this 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.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
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 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 shareholders from which shares are repurchased. 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, because the excise tax would be payable by the Company 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 inhibit the Company’s ability to complete a Business Combination.
v3.23.3
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain information or note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form
10-K
and 10-K/A as filed with the SEC on April 21, 2023 and September 13, 2023, respectively. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $172,900 and $461,914 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Investments Held in Trust Account
As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of June 30, 2023 and December 31, 2022, the Company had $22,888,754 and $229,792,494 in investments held in the Trust Account, respectively.
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Ordinary Shares Subject to Possible Redemption
All of the 5,621,910 Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 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, the Class A ordinary shares not under the control of the Company 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 June 30, 2023 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 $2,685,418
in the three months ended June 30, 2023.
 
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption at December 31, 2022
  
$
229,692,494
 
Redemption
s
     (211,918,104
Remeasurement
of carrying value to redemption value
     5,014,364  
    
 
 
 
Class A ordinary shares subject to possible redemption at June 30, 2023
  
$
22,788,754
 
    
 
 
 
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A—
Expenses of Offering
. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000
of deferred underwriting fees (subsequently derecognized), $
13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs. As such, the Company recorded $24,864,388 of offering costs as a reduction of temporary equity and $2,094,328 of offering costs as a reduction of permanent equity.
Income Taxes
The Company accounts for income taxes under ASC 740,
Income Taxes
(“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 3, 2021, the evaluation was performed for the 2021 tax year which will be the only period subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands
c
ompany and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing 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 and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted loss per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.
 
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts):
 
   
For the

Three Months Ended

June 30, 2023
   
For the

Three Months Ended

June 30, 2022
   
For the

Six Months Ended

June 30, 2023
   
For the

Six Months Ended

June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income (loss) per share
                                                               
Numerator:
                                                               
Net income (loss)
 
$
1,213,134    
$
259,681    
$
(43,691  
$
(10,923  
$
2,094,453    
$
488,602    
$
(391,182  
$
(97,795
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
    19,347,527       4,141,484       22,500,000       5,625,000       20,915,055       4,879,144       22,251,381       5,562,845  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per ordinary share
 
$
0.06
 
 
$
0.06
 
 
$
(0.00
)
 
 
$
(0.00
)
 
 
$
0.10
 
 
$
0.10
 
 
$
(0.02
 
$
(0.02
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The Company applies ASC Topic 820,
Fair Value Measurement
(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
 
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
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,
Derivatives and Hedging
(“ASC 815”), under which the warrants meet the criteria for equity treatment and are recorded as equity.
Recent Accounting Standards
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.
v3.23.3
Initial Public Offering
6 Months Ended
Jun. 30, 2023
Disclosure of Initial Public Offering [Abstract]  
Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and
one-half
of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
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.
v3.23.3
Private Placement
6 Months Ended
Jun. 30, 2023
Disclosure of Private Placement [Abstract]  
Private Placement
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00
per Private Placement Warrant in a private placement. Each Private Placement Warrant is exercisable to purchase 
one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over-Allotment Option is exercised in full) for $5,600,000 in aggregate (which can increase to $6,500,000 if the Over-Allotment Option is exercised in full) and (ii) Anchor Investors, 3,000,000 warrants for $3,000,000 in aggregate. An amount of $6,000,000 of proceeds from the sale of the Private Placement Warrants was added to the Trust Account and an amount of $2,600,000 was deposited into the Company’s operating account. There will be no redemption rights with respect to the Private Placement Warrants if the Company does not complete a Business Combination within the Combination Period.
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, which was added to the Trust Account.
v3.23.3
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 8, 2021, the 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 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B
ordinary shares outstanding (see Note 7). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over-Allotment Option was not exercised in full or in part, so that the holders of the Founder Shares will own, on an
as-converted
basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding.
The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to
one-half
of such shares, until consummation of an initial Business Combination, (y) with respect to
one-fourth
of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a
30-trading
day period following the consummation of an initial Business Combination (the “Requisite Trading Period”) and (z) with respect to
one-fourth
of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $14.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for the Requisite Trading Period. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. The Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to the completion of an initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any
30-trading
day period following the consummation of an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Additionally, the holders of the Founder Shares have agreed that the Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination provided that, such holders shall be permitted to transfer such Founder Shares if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
The Anchor Investors purchased a total of 19,800,000
U
nits and 3,000,000
Private Placement Warrants in the Initial Public Offering at the offering price of $
10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors.
The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering.
 
 
Promissory Note—Related Party
On February 5, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. On September 14, 2021, the Company and the Sponsor entered into an agreement to amend and restate the Promissory Note, extending the due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. On December 21, 2021
,
the Company repaid the outstanding balance of $149,172 under the Promissory Note.
 
As of June 30, 2023 and December 31, 2022, there was $0 outstanding under the Working Capital Promissory Note.
On May 19, 2023, the Sponsor provided a $200,000 advance (“Advance”) to the Company. O
n September 15, 2023, the C
ompany issued an u
nsecured promissory note (the “Note”) with the S
ponsor 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 Combinatio
n and the Advance was converted into the first proceeds on the Note. T
he 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.
Due to Sponsor
Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. As of June 30, 2023 and December 31, 2022, there was $2,284 due to Sponsor.
Administrative Services Agreement
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees.
As of June 30, 2023, the Company incurred $46,116 in administrative services agreement in total expenses which are included in accrued
expenses—related party in the accompanying condensed balance sheet. In the
three
 and
six
month periods ended June 30, 2023, operating expenses of $2,600 and $5,200 were recognized respectively as operating costs relating to this agreement.
Related Party Loans
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 an initial Business Combination does not close, 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 ident
ical to the
Private Placement Warrants
.
v3.23.3
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 6. COMMITMENTS AND CONTINGENCIES
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 Option. In addition, $0.35 per Unit, or $7,875,000
in the aggregate would have been payable to the underwriter for deferred underwriting commissions. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. 
v3.23.3
Shareholders' Deficit (Deficit) Equity
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Shareholders' Deficit (Deficit) Equity
NOTE 7. SHAREHOLDERS’ DEFICIT (DEFICIT) EQUITY
Preference shares
— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.
Class
 A ordinary shares —
The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 5,621,910 and 22,500,000 Class A ordinary shares issued and outstanding, respectively, including 2,246,910 and 22,500,000 Class A ordinary shares subject to possible redemption, respectively.
Class
 B ordinary shares —
The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 2,250,000 and 5,625,000 Class B ordinary shares issued and outstanding, respectively. Movement relates from the conversion of 3,375,000 Class B shares to Class A discussed below.
On February 8, 2021, the 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 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500
 
 
Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.
The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than
one-to-one.
On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023. At the Meeting, the shareholders of the Company approved an amendment that certain investment management trust agreement, dated December 17, 2021 to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to the earliest of (i) the Company’s completion of an initial business combination and (ii) March 15, 2024 (the “Extension Date”).
The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert such shares into Class A ordinary shares, par value $0.0001 per share, on a
one-for-one
basis at any time and from time to time prior to the closing of a business combination at the election of the holder.
At the Meeting, the Company’s shareholders approved the following items: (i) the Extension Amendment Proposal; (ii) a proposal to approve the Trust Amendment (such proposal, the “Trust Amendment Proposal”); (iii) the Founder Share Amendment Proposal; and (iv) a proposal to approve the adjournment of the Meeting to a later date or dates if necessary (such proposal, the “Adjournment Proposal”).
In connection with the vote to approve the Extension Amendment Proposal, the holders of 20,253,090 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $211.9 million.
Immediately following the approval of the proposals at the Meeting, Swiftmerge Holdings, L.P. as the holder of 3,375,000 Class B Ordinary Shares, converted all 3,375,000 of such shares into the same number of Class A Ordinary Shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B Ordinary Shares, there are an aggregate of 5,621,910 Class A Ordinary Shares outstanding
.
 
 
Warrants
—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:
 
   
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.
The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
 
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their respective affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the
20-trading
day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be
non-redeemable.
At June 30, 2023 and December 31, 2022, there were 11,250,000 Public Warrants outstanding, and 9,350,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
v3.23.3
Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 8. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Amount at Fair
Value
    
Level 1
    
Level 2
    
Level 3
 
June 30, 2023 (Unaudited)
                                   
Assets
                                   
Investments held in Trust Account:
                                   
U.S. Treasury Securities Money Market Funds
   $ 22,888,754      $ 22,888,754      $ —       $ —   
December 31, 2022
                                   
Assets
                                   
Investments held in Trust Account:
                                   
U.S. Treasury Securities Money Market Funds
   $ 229,792,494      $ 229,792,494      $ —       $ —   
v3.23.3
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that have occurred that would have required adjustment or disclosure in the unaudited condensed financial statements other tha
n the Note as described in Note 5 and a
s follows below.
The Merger Agreement
On August 11, 2023, Swiftmerge entered into a Merger Agreement (the “Merger Agreement”) with HDL Therapeutics, Inc., a Delaware corporation (“HDL”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Swiftmerge (“Merger Sub” and, together with Swiftmerge and HDL the “Parties”).
The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “Business Combination”):
(i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into HDL, the separate corporate existence of Merger Sub will cease and HDL will be the surviving corporation and a wholly owned subsidiary of Swiftmerge (the “Merger”);
(ii) as a result of the Merger, among other things, all outstanding shares of HDL capital stock will be canceled in exchange for the right to receive, in the aggregate, a combination of cash and shares of Domesticated Swiftmerge Common Stock (as defined below) (valued at $
10.00
per share) having a total value of $
400,000,000
; and
(iii) in connection with the Business Combination, Swiftmerge will be renamed “HDL Therapeutics, Inc.”
 
 
The Merger Agreement also provides, among other things, that certain HDL stockholders may receive an earnout consideration payment following the Closing of up to 11,000,000 shares of Domesticated Swiftmerge Common Stock (the “Earnout Shares”), subject to the following achievement triggers, respectively:
(i) 6,000,000 Earnout Shares, in the aggregate, if, at any time during the period starting on the Closing Date and ending on the second anniversary of the Closing Date (the “Applicable Earnout Period”), over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $12.50 per share (the “First Share Price Performance Milestone”); and
(ii) 5,000,000 Earnout Shares, in the aggregate, if, at any time during the Applicable Earnout Period, over any twenty (20) Trading Days within any thirty (30) Trading Day period the VWAP of the Parent Common Shares is greater than or equal to $15.00 per share (the “Second Share Price Performance Milestone”);
provided that each achievement trigger will only occur once, if at all, and in no event will the HDL stockholders be entitled to receive more than an aggregate of 11,000,000 Earnout Shares.
For purposes of determining whether the First Share Price Performance Milestone or the Second Share Price Performance Milestone, as applicable, is achieved, the Parties have agreed to the definition of the term “VWAP” (or dollar volume-weighted average price) in the Merger Agreement. In the event that the VWAP on the applicable measurement date cannot be calculated in accordance with the Merger Agreement, then the applicable VWAP shall be the fair market value per share on the applicable measurement date as reasonably determined by the Board of Directors of Swiftmerge (the “Board”).
The Board has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Swiftmerge.
The Domestication
On the day that is at least one Business Day prior to the Closing, subject to the approval of Swiftmerge’s shareholders and on the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, Part XII of the Cayman Islands Companies Act (Revised) and Swiftmerge’s Amended and Restated Memorandum and Articles of Association, Swiftmerge will effect a deregistration from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”).
In connection with the Domestication,
(i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Swiftmerge (“Swiftmerge Class A Common Shares”), will convert automatically into one share of common stock, par value $0.0001, of Swiftmerge (after its Domestication) (the “Domesticated Swiftmerge Common Stock”);
(ii) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Swiftmerge (“Swiftmerge Class B Common Shares”), will convert automatically into one share of Domesticated Swiftmerge Common Stock;
(iii) each then issued and outstanding warrant of Swiftmerge will become exercisable for
one share
of Domesticated Swiftmerge Common Stock (“Domesticated Swiftmerge Warrant”), pursuant to the Warrant Agreement, dated December 14, 2021, between Swiftmerge and Continental Stock Transfer & Trust HDL, as warrant agent, as amended; and
(iv) each then issued and outstanding unit of Swiftmerge will separate and convert automatically into one share of Domesticated Swiftmerge Common Stock and one-half of one Domesticated Swiftmerge Warrant.
Pre-Closing Financing by HDL
After the date of the Merger Agreement, HDL has agreed to use commercially reasonable efforts to obtain additional financing, in form and substance reasonably acceptable to Parent and HDL, including through the sale of additional Series X Preferred Stock of HDL with an aggregate purchase price of up to $2,680,000 through December 31, 2023, and up to an additional $3,000,000 thereafter, for the purposes of funding the performance by HDL of certain enumerated covenants and agreements set forth in the Merger Agreement (the “Pre-Closing Financing”). HDL shall not enter into any agreement to sell shares of its Series X Preferred Stock unless the purchaser of such Series X Preferred Stock agrees that any additional consideration payable with respect to such Series X Preferred Stock upon the consummation of the Merger will be payable solely in Parent Common Shares. Further, notwithstanding anything to the contrary in the Merger Agreement, the obligation of HDL to perform any of the enumerated covenants and agreements to the extent the performance of any such covenant or agreement requires HDL to incur expenses, is (i) with respect to the period from the date of the Merger Agreement through December 31, 2023 (the “2023 Period”), expressly conditioned on HDL raising an aggregate of $2,680,000 in Pre- Closing Financing during the 2023 Period (the “2023 Minimum Pre-Closing Financing”), and until HDL has obtained the 2023 Minimum Pre- Closing Financing, any non-performance during the 2023 Period of any such covenant or agreement shall not be deemed to be a breach of the Merger Agreement and (ii) with respect to the period after December 31, 2023 (the “2024 Period”), expressly conditioned on HDL’s ability to pay its expenses, debts and other liabilities and commitments as they come due in the ordinary course of business unrelated to such covenants or agreements (and any non-performance during the 2024 Period of any such covenant or agreement shall not be deemed a breach of the Merger Agreement to the extent HDL is unable to so pay such expenses, debts and other liabilities and commitments), until HDL has raised an aggregate amount of Pre- Closing Financing of at least $3,000,000 during the 2024 Period (the “2024 Minimum Pre-Closing Financing”).
 
Certain Related Agreements
Sponsor Support Agreement
Concurrently with the execution of the Merger Agreement, Swiftmerge entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Swiftmerge, HDL, the Sponsor, and the other parties thereto, pursuant to which during the period commencing upon the signing of the Merger Agreement and ending on the earliest of (x) the Effective Time, (y) such date and time as the Merger Agreement shall have been validly terminated in accordance with its terms, and (z) the liquidation of Swiftmerge, the Sponsor and the other parties thereto, each agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby and in favor of any extension of Swiftmerge’s deadline to consummate a “Business Combination” as such term is defined in Swiftmerge’s governing documents, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.
HDL Support Agreement
Following the signing of the Merger Agreement, Swiftmerge entered into a HDL Support Agreement (the “HDL Support Agreement”), by and among Swiftmerge, HDL and certain stockholders of HDL (the “HDL Holders”), pursuant to which the HDL Holders agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the HDL Support Agreement.
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Swiftmerge, the Sponsor and certain equityholders of HDL and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Swiftmerge will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Domesticated Swiftmerge Common Stock and other equity securities of Swiftmerge that are held by the parties thereto from time to time.
Lock-Up Agreement
At the Closing, Swiftmerge, HDL, the Sponsor, certain stockholders of HDL (such stockholders, the “Target Holders”), and other persons and entities (collectively, the “Holders” and each, a “Holder”), will enter into a lock-up agreement (the “Lock-Up Agreement”) with respect to the Domesticated Swiftmerge Common Stock and any other equity securities convertible into or exercisable or exchangeable for or representing the rights to receive shares of Domesticated Swiftmerge Common Stock held by the Holders immediately following the Closing or acquired during the one hundred eighty (180) days after the Closing, but excluding any Domesticated Swiftmerge Common Stock acquired by a Holder in open market transactions during such period (the “Lock-Up Shares”), pursuant to which, each Holder will agree not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any Lock-Up Shares during the Lock-Up Period (as defined below), on the terms and subject to the conditions set forth in the Lock-Up Agreement. “Lock-Up Period” means the six month period following the Closing. Notwithstanding the provisions of the Lock-Up Agreement that restrict the Holders, the Holders will be permitted to engage in any transaction with respect to the Lock-Up Shares if, subsequent to the Closing, the closing price of the Domesticated Swiftmerge Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or Swiftmerge consummations a liquidation, merger, share exchange or other similar transaction which results in Swiftmerge’s shareholders having the right to exchange their Domesticated Swiftmerge Common Shares for cash, securities or other property.
 
v3.23.3
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain information or note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form
10-K
and 10-K/A as filed with the SEC on April 21, 2023 and September 13, 2023, respectively. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $172,900 and $461,914 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Investments Held in Trust Account
Investments Held in Trust Account
As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of June 30, 2023 and December 31, 2022, the Company had $22,888,754 and $229,792,494 in investments held in the Trust Account, respectively.
The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Ordinary Shares Subject to Possible Redemption
Ordinary Shares Subject to Possible Redemption
All of the 5,621,910 Class A ordinary shares sold as part of the Units in the Initial Public Offering 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 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, the Class A ordinary shares not under the control of the Company 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 June 30, 2023 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 $2,685,418
in the three months ended June 30, 2023.
 
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption at December 31, 2022
  
$
229,692,494
 
Redemption
s
     (211,918,104
Remeasurement
of carrying value to redemption value
     5,014,364  
    
 
 
 
Class A ordinary shares subject to possible redemption at June 30, 2023
  
$
22,788,754
 
    
 
 
 
Offering Costs Associated with the Initial Public Offering
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting Bulletin Topic 5A—
Expenses of Offering
. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000
of deferred underwriting fees (subsequently derecognized), $
13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 5) and $977,966 of other offering costs. As such, the Company recorded $24,864,388 of offering costs as a reduction of temporary equity and $2,094,328 of offering costs as a reduction of permanent equity.
Income Taxes
Income Taxes
The Company accounts for income taxes under ASC 740,
Income Taxes
(“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 3, 2021, the evaluation was performed for the 2021 tax year which will be the only period subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands
c
ompany and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income (Loss) Per Ordinary Share
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing 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 and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted loss per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.
 
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts):
 
   
For the

Three Months Ended

June 30, 2023
   
For the

Three Months Ended

June 30, 2022
   
For the

Six Months Ended

June 30, 2023
   
For the

Six Months Ended

June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income (loss) per share
                                                               
Numerator:
                                                               
Net income (loss)
 
$
1,213,134    
$
259,681    
$
(43,691  
$
(10,923  
$
2,094,453    
$
488,602    
$
(391,182  
$
(97,795
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
    19,347,527       4,141,484       22,500,000       5,625,000       20,915,055       4,879,144       22,251,381       5,562,845  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per ordinary share
 
$
0.06
 
 
$
0.06
 
 
$
(0.00
)
 
 
$
(0.00
)
 
 
$
0.10
 
 
$
0.10
 
 
$
(0.02
 
$
(0.02
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company applies ASC Topic 820,
Fair Value Measurement
(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
 
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
Warrant Classification
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,
Derivatives and Hedging
(“ASC 815”), under which the warrants meet the criteria for equity treatment and are recorded as equity.
Recent Accounting Standards
Recent Accounting Standards
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.
v3.23.3
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Temporary Equity
As of June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:
 
Class A ordinary shares subject to possible redemption at December 31, 2022
  
$
229,692,494
 
Redemption
s
     (211,918,104
Remeasurement
of carrying value to redemption value
     5,014,364  
    
 
 
 
Class A ordinary shares subject to possible redemption at June 30, 2023
  
$
22,788,754
 
    
 
 
 
Schedule of Earnings Per Share, Basic and Diluted
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except share amounts):
 
   
For the

Three Months Ended

June 30, 2023
   
For the

Three Months Ended

June 30, 2022
   
For the

Six Months Ended

June 30, 2023
   
For the

Six Months Ended

June 30, 2022
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Basic and diluted net income (loss) per share
                                                               
Numerator:
                                                               
Net income (loss)
 
$
1,213,134    
$
259,681    
$
(43,691  
$
(10,923  
$
2,094,453    
$
488,602    
$
(391,182  
$
(97,795
Denominator:
                                                               
Basic and diluted weighted average shares outstanding
    19,347,527       4,141,484       22,500,000       5,625,000       20,915,055       4,879,144       22,251,381       5,562,845  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Basic and diluted net income (loss) per ordinary share
 
$
0.06
 
 
$
0.06
 
 
$
(0.00
)
 
 
$
(0.00
)
 
 
$
0.10
 
 
$
0.10
 
 
$
(0.02
 
$
(0.02
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
v3.23.3
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Summary of fair value measurements
The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Amount at Fair
Value
    
Level 1
    
Level 2
    
Level 3
 
June 30, 2023 (Unaudited)
                                   
Assets
                                   
Investments held in Trust Account:
                                   
U.S. Treasury Securities Money Market Funds
   $ 22,888,754      $ 22,888,754      $ —       $ —   
December 31, 2022
                                   
Assets
                                   
Investments held in Trust Account:
                                   
U.S. Treasury Securities Money Market Funds
   $ 229,792,494      $ 229,792,494      $ —       $ —   
v3.23.3
Description of Organization, Business Operations, Liquidity And Going Concern - Additional Information (Detail)
6 Months Ended
Jun. 15, 2023
USD ($)
$ / shares
shares
Jan. 18, 2022
USD ($)
$ / shares
shares
Dec. 17, 2021
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
Day
$ / shares
shares
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
$ / shares
shares
Aug. 16, 2022
Dec. 31, 2021
$ / shares
Jul. 31, 2021
shares
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Proceeds from Issuance of Warrants     $ 3,000,000            
Cash deposited in Trust Account       $ 0 $ 25,250,000        
Cash deposited in Trust Account per Unit | $ / shares       $ 10.1          
Term of restricted investments     185 days            
Deferred underwriting fees       $ 0 875,000        
Cash       $ 172,900   $ 461,914      
Number of operating businesses included in initial Business Combination | Day       1          
Minimum net worth to consummate business combination       $ 5,000,001          
Percentage Of Public Shares That Can Be Redeemed Without Prior Consent       15.00%          
Percentage Of Public Shares That Would Not Be Redeemed If Business Combination Is Not Completed With In Initial Combination Period       100.00%          
Period to complete Business Combination from closing of Initial Public Offering       18 days          
Expenses payable on dissolution       $ 100,000          
Period to Redeem Public Shares if Business Combination is not completed within Initial Combination Period       10 days          
Temporary Equity, Redemption Price Per Share | $ / shares       $ 10.14   $ 10.21   $ 10.1  
Working Capital Surplus       $ 2,168,059          
Percentage of excise tax on repurchases of stock             1.00%    
Percentage of amount of excise tax is equal to amount of fair market value of the shares repurchased             1.00%    
Investments held in trust account       22,888,754   $ 229,792,494      
Advances from related party       $ 200,000 $ 0        
Common Class A [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Number of stock bought back by the entity at the redemption price | shares 20,253,090                
Redemption price | $ / shares $ 10.4                
Value of stock bought back by the entity at the redemption price $ 211,918,104                
Investments held in trust account $ 22,858,102                
Common stock, shares outstanding | shares       3,375,000   0      
Common Class A [Member] | Conversion of Common Stock Class B to Class A [Member] | Sponsor [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Conversion of stock, shares issued | shares 3,375,000                
Common Class B [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Common stock, shares outstanding | shares   5,625,000   2,250,000   5,625,000     5,750,000
Common Class B [Member] | Sponsor [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Common stock, shares outstanding | shares 5,621,910 5,625,000   5,750,000          
Common Class B [Member] | Conversion of Common Stock Class B to Class A [Member] | Sponsor [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Conversion of stock, shares converted | shares 3,375,000     3,375,000          
Minimum [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Fair Market Value As Percentage Of Net Assets Held In Trust Account Included In Initial Business Combination       80.00%          
Post Transaction Ownership Percentage Of The Target Business       50.00%          
Private Placement Warrants [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Class of warrants or rights warrants issued during the period | shares     8,600,000            
Class of warrants or rights warrants issued issue price per warrant | $ / shares     $ 1            
Proceeds from Issuance of Warrants     $ 8,600,000            
Private Placement Warrants [Member] | Sponsor [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Class of warrants or rights warrants issued during the period | shares     5,600,000            
Proceeds from Issuance of Warrants     $ 6,500,000            
IPO [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Units issued during period new issues | shares     20,000,000            
Shares issued price per share | $ / shares     $ 10            
Gross proceeds from initial public offering   $ 25,000,000 $ 200,000,000            
Cash deposited in Trust Account     227,250,000            
Transaction Costs     26,958,716            
Cash Underwriting Fees     4,500,000            
Deferred underwriting fees     7,875,000            
Excess fair value of Founder Shares attributable to Anchor Investors     13,605,750            
Other Offering Costs     977,966            
Sale of additional units | shares   2,500,000              
Sale of stock price per share | $ / shares   $ 10              
Private Placement [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Cash deposited in Trust Account     $ 6,000,000            
Private Placement [Member] | Private Placement Warrants [Member]                  
Organization Consolidation and Presentation of Financial Statements [Line Items]                  
Proceeds from Issuance of Warrants   $ 750,000              
Class of warrant or right number of securities called by warrants or rights | shares   750,000              
v3.23.3
Summary Of Significant Accounting Policies - summary of class A common stock subject to possible redemption (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Temporary Equity [Line Items]              
Remeasurement of carrying value to redemption value $ 2,685,418 $ 2,328,946 $ 223,238 $ 2,806,250 $ 5,014,364 $ 3,029,488  
Class A ordinary shares subject to possible redemption 22,788,754       22,788,754   $ 229,692,494
Common Class A [Member]              
Temporary Equity [Line Items]              
Redemptions         (211,918,104)    
Remeasurement of carrying value to redemption value         5,014,364    
Class A ordinary shares subject to possible redemption $ 22,788,754       $ 22,788,754   $ 229,692,494
v3.23.3
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Numerator:            
Net income (loss) $ 1,472,815 $ 1,110,240 $ (54,614) $ (434,363) $ 2,583,055 $ (488,977)
Common Class A [Member]            
Numerator:            
Net income (loss) $ 1,213,134   $ (43,691)   $ 2,094,453 $ (391,182)
Denominator:            
Basic weighted average shares outstanding 19,347,527   22,500,000   20,915,055 22,251,381
Diluted weighted average shares outstanding 19,347,527   22,500,000   20,915,055 22,251,381
Basic net income (loss) per ordinary share $ 0.06   $ 0   $ 0.1 $ (0.02)
Diluted net income (loss) per ordinary share $ 0.06   $ 0   $ 0.1 $ (0.02)
Common Class B [Member]            
Numerator:            
Net income (loss) $ 259,681   $ (10,923)   $ 488,602 $ (97,795)
Denominator:            
Basic weighted average shares outstanding 4,141,484   5,625,000   4,879,144 5,562,845
Diluted weighted average shares outstanding 4,141,484   5,625,000   4,879,144 5,562,845
Basic net income (loss) per ordinary share $ 0.06   $ 0   $ 0.1 $ (0.02)
Diluted net income (loss) per ordinary share $ 0.06   $ 0   $ 0.1 $ (0.02)
v3.23.3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Dec. 17, 2021
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Accounting Policies [Line Items]                
Cash   $ 172,900       $ 172,900   $ 461,914
Investments held in the trust account   22,888,754       22,888,754   229,792,494
Deferred underwriting fee payable           0 $ 875,000  
Unrecognized tax benefits   0       0   0
Accrued interest and penalties   0       $ 0   $ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount           20,600,000    
Cash insured with federal depository insurance corporation   250,000       $ 250,000    
Expenses payable on dissolution   100,000       100,000    
Accretion of Class A ordinary shares subject to redemption value   2,685,418 $ 2,328,946 $ 223,238 $ 2,806,250 5,014,364 $ 3,029,488  
Common Class A [Member]                
Accounting Policies [Line Items]                
Accretion of Class A ordinary shares subject to redemption value           $ 5,014,364    
Common Stock [Member]                
Accounting Policies [Line Items]                
Accretion of Class A ordinary shares subject to redemption value   $ 2,685,418            
IPO [Member]                
Accounting Policies [Line Items]                
Transaction costs $ 26,958,716              
Cash underwriting fees 4,500,000              
Deferred underwriting fee payable 7,875,000              
Excess fair value of Founder Shares attributable to Anchor Investors 13,605,750              
Other offering costs $ 977,966              
IPO [Member] | Common Class A [Member]                
Accounting Policies [Line Items]                
Stock Issued During Period, Shares, New Issues 5,621,910              
Issuance costs allocated to Class A ordinary shares $ 24,864,388              
Adjustments to additional paid in capital stock issued issuance costs $ 2,094,328              
v3.23.3
Initial Public Offering - Additional Information (Detail) - USD ($)
Jan. 18, 2022
Dec. 17, 2021
Public Warrants [Member]    
Class of Stock [Line Items]    
Class of warrants or rights number of shares called by each warrant or right   1
Class of warrants or rights exercise price per share   $ 11.5
IPO [Member]    
Class of Stock [Line Items]    
Units issued during period new issues   20,000,000
Gross proceeds from initial public offering $ 25,000,000 $ 200,000,000
Sale of additional units 2,500,000  
Sale of stock price per share $ 10  
IPO [Member] | Public Warrants [Member]    
Class of Stock [Line Items]    
Number of warrants included In unit description   one-half of one
IPO [Member] | Common Class A [Member]    
Class of Stock [Line Items]    
Number of shares included in Unit   1
v3.23.3
Private Placement - Additional Information (Detail) - USD ($)
6 Months Ended
Jan. 18, 2022
Dec. 17, 2021
Jun. 30, 2023
Jun. 30, 2022
Class of Stock [Line Items]        
Proceeds from Issuance of Warrants   $ 3,000,000    
Cash deposited in Trust Account     $ 0 $ 25,250,000
Cash deposited In to operating bank account   $ 2,600,000    
Private Placement Warrants [Member]        
Class of Stock [Line Items]        
Class of warrants or rights warrants issued during the period   8,600,000    
Class of warrants or rights warrants issued issue price per warrant   $ 1    
Class of warrants or rights number of shares called by each warrant or right   1    
Class of warrants or rights exercise price per share   $ 11.5    
Proceeds from Issuance of Warrants   $ 8,600,000    
Over-Allotment Option [Member] | Private Placement Warrants [Member]        
Class of Stock [Line Items]        
Class of warrants or rights warrants issued during the period   8,600,000    
Private Placement [Member]        
Class of Stock [Line Items]        
Cash deposited in Trust Account   $ 6,000,000    
Private Placement [Member] | Private Placement Warrants [Member]        
Class of Stock [Line Items]        
Proceeds from Issuance of Warrants $ 750,000      
Class of warrant or right number of securities called by warrants or rights 750,000      
Sponsor [Member] | Private Placement Warrants [Member]        
Class of Stock [Line Items]        
Class of warrants or rights warrants issued during the period   5,600,000    
Proceeds from Issuance of Warrants   $ 6,500,000    
Sponsor [Member] | Over-Allotment Option [Member] | Private Placement Warrants [Member]        
Class of Stock [Line Items]        
Class of warrants or rights warrants issued during the period   6,500,000    
Proceeds from Issuance of Warrants   $ 5,600,000    
Anchor Investors [Member] | Private Placement Warrants [Member]        
Class of Stock [Line Items]        
Class of warrants or rights warrants issued during the period   3,000,000    
v3.23.3
Related Party Transactions - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 08, 2022
Jan. 18, 2022
Dec. 21, 2021
Dec. 17, 2021
Feb. 08, 2021
Feb. 05, 2021
Jul. 31, 2021
Jun. 30, 2023
Jun. 30, 2023
Sep. 15, 2023
Jun. 15, 2023
May 19, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]                          
Due to Sponsor               $ 2,284 $ 2,284       $ 2,284
Working capital promissory note - related party               200,000 200,000       0
Accrued expenses - related party               $ 46,116 $ 46,116       $ 43,516
Private Placement Warrants [Member]                          
Related Party Transaction [Line Items]                          
Class of warrants or rights warrants issued during the period       8,600,000                  
Common Class A [Member]                          
Related Party Transaction [Line Items]                          
Common Stock, Shares, Outstanding               3,375,000 3,375,000       0
Common Class B [Member]                          
Related Party Transaction [Line Items]                          
Common Stock, Shares, Outstanding   5,625,000         5,750,000 2,250,000 2,250,000       5,625,000
Sponsor [Member] | Promissory Note [Member]                          
Related Party Transaction [Line Items]                          
Debt instrument face value           $ 300,000              
Debt Instrument, Maturity Date           Jul. 31, 2021              
Debt Instrument, Maturity Date, Description                 The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering.        
Sponsor [Member] | Amended Promissory Note [Member]                          
Related Party Transaction [Line Items]                          
Debt Instrument, Maturity Date, Description                 due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering.        
Repayments of Related Party Debt     $ 149,172                    
Sponsor [Member] | Administrative Services Agreement [Member]                          
Related Party Transaction [Line Items]                          
Related party transaction fees payable per month       $ 10,000                  
Accrued expenses - related party               $ 46,116 $ 46,116        
Sponsor [Member] | Working Capital Loan [Member]                          
Related Party Transaction [Line Items]                          
Working capital loans convertible into equity warrants                 $ 1,500,000        
Debt instrument conversion price per warrant               $ 1 $ 1        
Sponsor [Member] | Working Capital Promissory Note [Member] | Subsequent Event [Member]                          
Related Party Transaction [Line Items]                          
Debt instrument face value                   $ 500,000      
Debt instrument conversion price per warrant                   $ 1      
Sponsor [Member] | Private Placement Warrants [Member]                          
Related Party Transaction [Line Items]                          
Class of warrants or rights warrants issued during the period       5,600,000                  
Sponsor [Member] | Common Class B [Member]                          
Related Party Transaction [Line Items]                          
Stock shares issued during the period for services value         25,000                
Stock shares issued during the period for services shares | shares         $ 7,187,500                
Stock surrendered during period shares   125,000         1,437,500            
Common Stock, Shares, Outstanding   5,625,000           5,750,000 5,750,000   5,621,910    
Common Stock, Other Shares, Outstanding               750,000 750,000        
Percentage of Ownership after Transaction       20.00%                  
Anchor Investors [Member]                          
Related Party Transaction [Line Items]                          
Holding period for transfer, assignment or sale of Founder Shares                 1 year        
Units issued during period new issues       19,800,000                  
Shares issued Price Per Share       $ 10                  
Anchor Investors [Member] | Private Placement Warrants [Member]                          
Related Party Transaction [Line Items]                          
Class of warrants or rights warrants issued during the period       3,000,000                  
Anchor Investors [Member] | Common Class A [Member] | Redemption of Founder Shares [Member]                          
Related Party Transaction [Line Items]                          
Share price               $ 12 $ 12        
Number of trading days for determining the share price                 20 days        
Number of consecutive trading days for determining the share price                 30 days        
Anchor Investors [Member] | Common Class B [Member]                          
Related Party Transaction [Line Items]                          
Shares issued Price Per Share       $ 0.003                  
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares       2,250,000                  
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price value       $ 13,612,500                  
Common stock fair value per share       $ 6.05                  
Purchase price of founder shares offered       $ 6,750                  
Individual Anchor Investor [Member] | Common Class B [Member]                          
Related Party Transaction [Line Items]                          
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares       225,000                  
Sponsor Directors and Executive Officers [Member] | Common Class A [Member] | Redemption of Founder Shares Tranche Two [Member]                          
Related Party Transaction [Line Items]                          
Share price               12 $ 12        
Number of trading days for determining the share price                 20 days        
Number of consecutive trading days for determining the share price                 30 days        
Sponsor Directors and Executive Officers [Member] | Common Class A [Member] | Redemption of Founder Shares Tranche Three [Member]                          
Related Party Transaction [Line Items]                          
Share price               14 $ 14        
Holders of Founder Shares [Member] | Common Class A [Member] | Subsequent to Initial Business Combination [Member]                          
Related Party Transaction [Line Items]                          
Share price               $ 12 $ 12        
Number of trading days for determining the share price                 20 days        
Number of consecutive trading days for determining the share price                 30 days        
Waiting period after which the share trading days are considered from business combination                 150 days        
Related Party [Member]                          
Related Party Transaction [Line Items]                          
Due to Sponsor               $ 2,284 $ 2,284       $ 2,284
Working capital promissory note - related party               0 0       $ 0
Related Party [Member] | Administrative Services Agreement [Member]                          
Related Party Transaction [Line Items]                          
Related party transaction administration expenses incurred               $ 2,600 $ 5,200        
Related Party [Member] | Administrative Services Agreement [Member] | Maximum [Member]                          
Related Party Transaction [Line Items]                          
Related party transaction administration expenses incurred $ 10,000                        
Related Party [Member] | Administrative Services Agreement [Member] | Minimum [Member]                          
Related Party Transaction [Line Items]                          
Related party transaction administration expenses incurred $ 1,000                        
Related Party [Member] | Working Capital Promissory Note [Member]                          
Related Party Transaction [Line Items]                          
Working capital promissory note - related party                       $ 200,000  
v3.23.3
Commitments and Contingencies - Additional Information (Detail) - USD ($)
6 Months Ended
Jan. 18, 2022
Dec. 17, 2021
Jun. 30, 2023
Jun. 30, 2022
Commitments And Contingencies Disclosure [Line Items]        
Deferred underwriting fee payable     $ 0 $ 875,000
Underwriter Agreement [Member]        
Commitments And Contingencies Disclosure [Line Items]        
Deferred Underwriting fee incurred per unit     0.35  
Deferred underwriting fee payable     $ 7,875,000  
Over-Allotment Option [Member] | Underwriter Agreement [Member]        
Commitments And Contingencies Disclosure [Line Items]        
Underwriter overallotment option days   45 days    
Additional Units that can be purchased to cover over-allotments   3,000,000    
IPO [Member]        
Commitments And Contingencies Disclosure [Line Items]        
Cash underwriting fees   $ 4,500,000    
Deferred underwriting fee payable   7,875,000    
Sale of additional units 2,500,000      
Sale of stock price per share $ 10      
Proceeds from initial public offering $ 25,000,000 200,000,000    
IPO [Member] | Underwriter Agreement [Member]        
Commitments And Contingencies Disclosure [Line Items]        
Cash underwriting fees per unit   0.2    
Cash underwriting fees   $ 4,500,000    
v3.23.3
Shareholders' Deficit (Deficit) Equity - Additional Information (Detail) - USD ($)
1 Months Ended 6 Months Ended
Jun. 15, 2023
Jan. 18, 2022
Feb. 08, 2021
Jul. 31, 2021
Jun. 30, 2023
Dec. 31, 2022
Period to file registration statement after initial Business Combination            
Preferred stock, shares authorized         1,000,000 1,000,000
Preferred stock, par or stated value per share         $ 0.0001 $ 0.0001
Preferred stock, shares issued         0 0
Preferred stock, shares outstanding         0 0
Temporary equity, shares outstanding         2,246,910 22,500,000
Conversion of stock, description one-for-one          
Public Warrants [Member]            
Period to file registration statement after initial Business Combination            
Period to exercise warrants after Business Combination         30 days  
Expiration period of warrants         5 years  
Period to file registration statement after initial Business Combination         20 days  
Period for registration statement to become effective         60 days  
Warrant redemption price         $ 0.01  
Notice period to redeem warrants         30 days  
Adjusted exercise price of warrants percentage         115.00%  
Class of warrants or rights outstanding         11,250,000 11,250,000
Private Placement Warrants [Member]            
Period to file registration statement after initial Business Combination            
Period to exercise warrants after Business Combination         30 days  
Class of warrants or rights outstanding         9,350,000 9,350,000
Conversion From Class B to Class A Common Stock [Member]            
Period to file registration statement after initial Business Combination            
Percentage of common stock issued and outstanding         20.00%  
Conversion of stock, description         one-to-one  
Common Class A [Member]            
Period to file registration statement after initial Business Combination            
Common stock, par value         $ 0.0001 $ 0.0001
Common stock, shares authorized         200,000,000 200,000,000
Common Stock, Voting Rights         one vote  
Common stock, shares issued         3,375,000 0
Common stock, shares outstanding         3,375,000 0
Temporary equity, shares outstanding         2,246,910 22,500,000
Number of stock bought back by the entity at the redemption price 20,253,090          
Stock redeemption price per share $ 10.4          
Value of stock bought back by the entity at the redemption price $ 211,918,104          
Common Class A [Member] | Extension Amendment Proposal [Member]            
Period to file registration statement after initial Business Combination            
Value of stock bought back by the entity at the redemption price $ 211,900,000          
Common Class A [Member] | Additional Offering [Member]            
Period to file registration statement after initial Business Combination            
Shares issued price per share         $ 9.2  
Percentage of gross proceeds on total equity proceeds         60.00%  
Trading day period to calculate volume weighted average trading price         20 days  
Volume weighted average price per share         $ 9.2  
Common Class A [Member] | Public Warrants [Member] | Redemption of Warrants when Price Equals or Exceeds Eighteen Dollar [Member]            
Period to file registration statement after initial Business Combination            
Share price         $ 18  
Number of trading days for determining the share price         20 days  
Number of consecutive trading days for determining the share price         30 days  
Adjusted share price percentage         180.00%  
Common Class A [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member]            
Period to file registration statement after initial Business Combination            
Common stock, par value $ 0.0001          
Conversion of stock, shares issued 3,375,000          
Common Class B [Member]            
Period to file registration statement after initial Business Combination            
Common stock, par value         $ 0.0001 $ 0.0001
Common stock, shares authorized         20,000,000 20,000,000
Common Stock, Voting Rights         one vote  
Common stock, shares issued         2,250,000 5,625,000
Common stock, shares outstanding   5,625,000   5,750,000 2,250,000 5,625,000
Common Class B [Member] | Sponsor [Member]            
Period to file registration statement after initial Business Combination            
Common stock, shares outstanding 5,621,910 5,625,000     5,750,000  
Stock shares issued during the period for services value     25,000      
Stock shares issued during the period for services shares | shares     $ 7,187,500      
Stock surrendered during period shares   125,000   1,437,500    
Common Class B [Member] | Sponsor [Member] | Conversion of Common Stock Class B to Class A [Member]            
Period to file registration statement after initial Business Combination            
Common stock, par value $ 0.0001          
Conversion of stock, shares converted 3,375,000       3,375,000  
Common Class A Including Subject to Possible Redemption [Member]            
Period to file registration statement after initial Business Combination            
Common stock, shares issued         5,621,910 22,500,000
Common stock, shares outstanding         5,621,910 22,500,000
v3.23.3
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account $ 22,888,754 $ 229,792,494
Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account 22,888,754 229,792,494
Level 1 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account 22,888,754 229,792,494
Level 2 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account 0 0
Level 3 [Member] | Recurring [Member] | U.S. Treasury Securities Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account $ 0 $ 0
v3.23.3
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($)
Jan. 01, 2024
Dec. 31, 2023
Aug. 11, 2023
2023 Minimum Pre-Closing Financing [Member]      
Subsequent Event [Line Items]      
Minimum Pre-Closing Financing Fund required   $ 2,680,000  
2024 Minimum Pre-Closing Financing [Member]      
Subsequent Event [Line Items]      
Minimum Pre-Closing Financing Fund required $ 3,000,000    
Lock-Up Agreement [Member]      
Subsequent Event [Line Items]      
Minimum lock in period for exercisable or exchangeable of Common Stock and any other equity securities     180 days
Share Price     $ 12
Number of trading days after which business combination shall be effective     20 days
Number of consecutive trading days after which business combination shall be effective     30 days
Number of days after which business combination within which securities registration shall be effective     150 days
Swiftmerge [Member] | Common Stock [Member]      
Subsequent Event [Line Items]      
Business Acquisition, Share Price     $ 10
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned     $ 400,000,000
Earnout Shares     11,000,000
Swiftmerge [Member] | Common Stock [Member] | First Share Price Performance Milestone [Member]      
Subsequent Event [Line Items]      
Earnout Shares     6,000,000
Number of trading days for Applicable Earnout Period     20 days
Number of consecutive trading days for Applicable Earnout Period     30 days
Volume weighted average price of shares     $ 12.5
Swiftmerge [Member] | Common Stock [Member] | Second Share Price Performance Milestone [Member]      
Subsequent Event [Line Items]      
Earnout Shares     5,000,000
Number of trading days for Applicable Earnout Period     20 days
Number of consecutive trading days for Applicable Earnout Period     30 days
Volume weighted average price of shares     $ 15
Swiftmerge Class A Common Shares [Member]      
Subsequent Event [Line Items]      
Common Stock, Par or Stated Value Per Share     $ 0.0001
Common Stock, Conversion Basis     one share
Domesticated Swiftmerge Common Stock [Member]      
Subsequent Event [Line Items]      
Common Stock, Par or Stated Value Per Share     $ 0.0001
Common Stock, Conversion Basis     one share
Swiftmerge Class B Common Shares [Member]      
Subsequent Event [Line Items]      
Common Stock, Par or Stated Value Per Share     $ 0.0001
Domesticated Swiftmerge Warrant [Member]      
Subsequent Event [Line Items]      
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right     1
Class of Warrant or Right, Date from which Warrants or Rights Exercisable     Dec. 14, 2021
Series X Preferred Stock [Member]      
Subsequent Event [Line Items]      
Stock Issued During Period, Value, New Issues $ 3,000,000 $ 2,680,000  

Swiftmerge Acquisition (NASDAQ:IVCPU)
Historical Stock Chart
From Oct 2024 to Oct 2024 Click Here for more Swiftmerge Acquisition Charts.
Swiftmerge Acquisition (NASDAQ:IVCPU)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more Swiftmerge Acquisition Charts.