AleAnna, Inc 8-K, filed Dec 13, 2024
AleAnna, Inc. (ANNA)
About this 8-K
AleAnna, Inc filed this 8-K on December 13, 2024, reporting on events of December 12, 2024.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 12, 2024, Swiftmerge Acquisition Corp. (the “Swiftmerge”) held an extraordinary general meeting of shareholders (the “Meeting”) in connection with the proposed business combination contemplated by the Agreement and Plan of Merger, dated as of June 4, 2024 (as amended, the “Merger Agreement”), by and among Swiftmerge, Swiftmerge HoldCo LLC, a Delaware limited liability company and wholly-owned subsidiary of Swiftmerge (“HoldCo”), Swiftmerge Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of HoldCo (“Merger Sub” and, together with Swiftmerge and HoldCo, collectively, the “Swiftmerge Parties”), and AleAnna Energy, LLC, a Delaware limited liability company (the “AleAnna”), as described in the definitive proxy statement/prospectus filed by Swiftmerge with the SEC on November 21, 2024 (the “Proxy Statement/Prospectus”). Present at the Meeting were holders of 4,257,610 Class A Ordinary Shares of Swiftmerge (the “Class A Ordinary Shares”) and 1,705,131 Class B Ordinary Shares of Swiftmerge (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”) represented in person or by proxy, representing 87.18% of the voting power of the Ordinary Shares as of November 15, 2024, the record date for the Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 6,839,913 Ordinary Shares issued and outstanding, consisting of 4,589,913 Class A Ordinary Shares and 2,250,000 Class B Ordinary Shares.
At the Meeting, Swiftmerge’s shareholders voted on the following proposals, each of which is described in more detail in the Proxy Statement/Prospectus. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement/Prospectus. As there were sufficient votes to approve the required proposals, the Adjournment Proposal was not presented to Swiftmerge’s shareholders.
Set forth below are the final voting results for all the proposals presented at the Meeting:
Proposal No. 1: The Business Combination Proposal
The Business Combination Proposal was approved. The voting results were as follows:
|
For |
Against | Abstentions | ||
| 5,960,661 | 2,080 |
0 |
Proposal No. 2: The Domestication Proposal
The Domestication Proposal was approved. The voting results were as follows:
|
For |
Against | Abstentions | ||
| 5,960,661 | 2,080 | 0 |
Proposal No. 3: The Share Issuance Proposal
The Share Issuance Proposal was approved. The voting results were as follows:
|
For |
Against | Abstentions | ||
| 5,960,661 | 2,080 | 0 |
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Proposal No. 4: The Other Organizational Documents Proposals
The Other Organizational Documents Proposals were approved, on a non-binding advisory basis. The voting results were as follows:
Other Organizational Documents Proposal No. 4A
| For | Against | Abstentions | ||
| 5,960,651 | 2,080 | 10 |
Other Organizational Documents Proposal No. 4B
| For | Against | Abstentions | ||
| 5,960,661 | 2,080 | 0 |
Other Organizational Documents Proposal No. 4C
| For | Against | Abstentions | ||
| 5,960,661 | 2,080 | 0 |
Other Organizational Documents Proposal No. 4D
| For | Against | Abstentions | ||
| 5,960,661 | 2,080 | 0 |
Other Organizational Documents Proposal No. 4E
| For | Against | Abstentions | ||
| 5,960,651 | 2,080 | 10 |
Other Organizational Documents Proposal No. 4F
| For | Against | Abstentions | ||
| 5,960,651 | 2,080 | 10 |
Other Organizational Documents Proposal No. 4G
| For | Against | Abstentions | ||
| 5,960,651 | 2,080 | 10 |
Other Organizational Documents Proposal No. 4H
| For | Against | Abstentions | ||
| 5,960,661 | 2,080 | 0 |
Other Organizational Documents Proposal No. 4I
| For | Against | Abstentions | ||
| 5,960,651 | 2,080 | 10 |
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Proposal No. 5: The Required Organizational Document Proposal
The Required Organizational Document Proposal was approved. The voting results were as follows:
|
For |
Against | Abstentions | ||
| 5,960,651 | 2,080 | 10 |
Proposal No. 6: The Director Election Proposal
Pursuant to the Director Election Proposal, two director nominees were elected to serve until the 2025 annual meeting of stockholders, two director nominees were elected to serve until the 2026 annual meeting of stockholders and one director nominee was elected to serve until the 2027 annual meeting of stockholders, in each case until their respective successors are duly elected and qualified. Only holders of Class B Ordinary Shares were entitled to vote on the Director Election Proposal. The voting results were as follows:
| Name | For | Against | Abstentions | |||
| Class I Nominees: | ||||||
| Duncan Palmer | 5,960,661 | 2,080 | 0 | |||
| Graham van’t Hoff | 5,960,661 | 2,080 | 0 | |||
| Class II Nominees: | ||||||
| Curtis Hébert | 5,960,661 | 2,080 | 0 | |||
| William K. Dirks | 5,960,661 | 2,080 | 0 | |||
| Class III Nominees: | ||||||
| Marco Brun | 5,960,661 | 2,080 | 0 |
Item 8.01 Other Events.
Shareholders holding 1,158,556 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $12,987,412.76 (approximately $11.21 per share) will be removed from the Company’s trust account to pay such shareholders.
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SIGNATURE
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 hereunto duly authorized.
| SWIFTMERGE ACQUISITION CORP. | |||
| By: | /s/ John Bremner |
||
| Name: | John S. Bremner | ||
| Title: | Chief Executive Officer | ||
Date: December 12, 2024
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