8-K
AleAnna, Inc. (ANNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2022
Swiftmerge Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41164 | 98-1582153 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation or organization) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| Executive Suite<br><br><br>200 – 100 Park Royal<br><br><br>West Vancouver, BC | V7T1A2 | |
| (Address of principal executive offices) | (Zip Code) |
(604) 685-7303
Registrant’s telephone number, including area code
Not Applicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | IVCPU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units | IVCP | The Nasdaq Stock Market LLC |
| Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | IVCPW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01. Other Events.
As previously reported, on December 17, 2021, Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”).
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 its sponsor, Swiftmerge Holdings, LP, generating gross proceeds to the Company of $750,000. Following the closing of the Over-Allotment Option, an aggregate amount of $227,250,000 has been placed in the Company’s trust account established in connection with the IPO.
Additionally, on January 18, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the partial exercise of the Over-Allotment Option.
Item 9.01. FinancialStatements and Exhibits.
(d) Exhibits
| Exhibit<br><br><br>No. | Description |
|---|---|
| 99.1 | Press Release, dated January 18, 2022. |
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.
Dated: January 18, 2022
| SWIFTMERGE ACQUISITION CORP. | |
|---|---|
| By: | /s/ John Bremner |
| Name: John Bremner | |
| Title: Chief Executive Officer and Director |
EX-99.1
Exhibit 99.1
Swiftmerge Acquisition Corp. Announces Partial Exercise and Closing of Underwriter’s Over-Allotment Option
WEST VANCOUVER, British Columbia, January 18, 2022 – Swiftmerge Acquisition Corp. (the “Company”) announced today that it closed the issuance of 2,500,000 units at a public offering price of $10.00 per unit, generating additional gross proceeds of $25,000,000, pursuant to the partial exercise of the underwriter’s option to purchase additional units in connection with the Company’s initial public offering. After giving effect to the partial exercise of the option, an aggregate of 22,500,000 units have been issued in the initial public offering for aggregate gross proceeds of $225,000,000.
The Company’s units are listed on the Nasdaq Global Market (“Nasdaq”) and commenced trading under the ticker symbol “IVCPU” on December 15, 2021. Each unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Only whole warrants will trade and are exercisable. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be traded on Nasdaq under the symbols “IVCP” and “IVCPW,” respectively.
The Company is sponsored by Swiftmerge Holdings, LP, an affiliate of IVEST Consumer Partners LLC (“IVEST”). The Company is led by IVEST management team members George Jones, John “Sam” Bremner, Christopher J. Munyan and Aston Loch. While the Company may pursue an initial business combination target in any industry, it currently intends to pursue opportunities targeting disruptive consumer companies utilizing technology and the internet to evolve the way that consumers interact with the market.
BofA Securities acted as sole book-running manager and sole underwriter for the offering.
The offering was made only by means of a prospectus. Copies of the final prospectus related to the offering may be obtained from BofA Securities, Attn: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina, 28255-0001, by email at dg.prospectus_requests@bofa.com.
A registration statement relating to the securities became effective on December 14, 2021 in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the anticipated use of the net proceeds from the offering. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the Securities and Exchange Commission (“SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Sam Bremner
sam@swiftmerg.com
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