The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and
the NTA Requirement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow Swiftmerge additional time to complete an initial business combination (the Business Combination).
You are not being asked to vote on a Business Combination at this time.
The Articles of Association and Trust Agreement currently provide that the Company has until March 15, 2024 to consummate a Business
Combination. The only way to extend the Termination Date after March 15, 2024 is to conduct an extraordinary general meeting for a separate shareholder vote under the Articles of Association and the Trust Agreement.
If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are approved, the
Termination Date will be extended from March 15, 2024 to June 17, 2025, the Extended Date.
Swiftmerges board of
directors (the Board) has determined that it is in the best interests of Swiftmerge to seek an extension of the Termination Date and have Swiftmerge shareholders approve the Extension Amendment Proposal to allow for
additional time, if needed, to consummate a Business Combination. Swiftmerge intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the
Business Combination Extraordinary General Meeting). The Board believes that it is in the best interests of Swiftmerge shareholders that an extension of the Termination Date (the Extension) be obtained so
that Swiftmerge will have an additional amount of time to consummate a Business Combination. Without the Extension, Swiftmerge will not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.
Our Board believes that it is improbable that Swiftmerge will be able to negotiate and complete a Business Combination before
March 15, 2024. Accordingly, our Board believes that in order for us to potentially consummate an initial business combination, we will need to obtain the Extension.
As contemplated by the Articles of Association, the holders Swiftmerges public Class A ordinary shares, par value $0.0001 per
share, issued as part of the units sold in the IPO (the Public Shares) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not
previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two (2) business days prior to the consummation of the Extraordinary General Meeting (the Redemption).
You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.
However, unless the NTA Requirement
Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if Swiftmerge does not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account any
Redemptions.
Swiftmerges Articles of Association currently provide that Swiftmerge will not consummate any business
combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of the NTA Requirement Amendment is to add an additional basis on which Swiftmerge may rely, as it
has since its IPO, so as not to be subject to the penny stock rules of the SEC. However, if the Company fails to complete one or more business combinations within 36 months of its IPO, which date is December 17,
2024, it would be in violation of Nasdaq Listing Rule IM-5101-2. In such event, Nasdaq may suspend or delist the Companys securities and the Company would not be able to rely on being listed on Nasdaq for purposes of not being deemed a
penny stock issuer. (See Risk Factors at page 23).
On February 22, 2024, the redemption price per
Public Share was approximately $10.92 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on 2,246,910 Public Shares outstanding and the aggregate amount on deposit in
the Trust Account of approximately $24,557,529 as of February 22, 2024 (including interest not previously released to Swiftmerge to pay its taxes),