UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of thePROXY STATEMENT PURSUANT TO SECTION 14(A) OF

Securities Exchange Act ofTHE SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant tounder §240.14a-12

SWIFTMERGE ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee compoundcomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.0-11

 

 

 


SWIFTMERGE ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 371086)

4318 Forman Ave.

Toluca Lake, California 91602

NOTICE OF EXTRAORDINARY GENERAL MEETING

To Be Held at 3:00 p.m. Eastern Time on June 12, 2023

TO THE SHAREHOLDERS OF SWIFTMERGE ACQUISITION CORP.:Dear Swiftmerge Acquisition Corp. Shareholder:

You are cordially invited to attend thean extraordinary general meeting of Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Extraordinary General Meeting”) of SWIFTMERGE ACQUISITION CORP. (“we,“Company,“us,Swiftmerge,“our”we,” “us or the “Company”our) to, which will be held on June 12, 2023March 13, 2024, at 3:00 p.m. Eastern Time at the offices of Loeb & Loeb LLP, located at 345 Park Avenue,, New York NY 10154, United States of America, and held virtually via live webcast at www.cstproxy.com/swiftmergeacquisition/2023, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually via the Internet. While shareholders are encouraged to attend the meeting virtually, youTime (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be also permitted to attend the Extraordinary General Meetingheld in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154 United States of America. The Extraordinary General Meeting will be conductedand virtually via live webcast. webcast at https://www.cstproxy.com/swiftmergeacquisition/2024 and via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 8357434#

You will be able to attendcan vote on the Extraordinary General Meeting online, vote, view the list of shareholders entitled to voteproposals being presented at the Extraordinary General Meeting and submit your questions relevant to the business to be conducted at the Extraordinary General Meeting during the Extraordinary General Meeting by visiting www.cstproxy.com/swiftmergeacquisition/2023https://www.cstproxyvote.com and entering the 12 digitvoter control number includedlocated under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You can also vote by phonetelephone by dialing 1-800-450-7155 withintoll-free 1-866-894-0536 and following the U.S. and Canada or 1-857-999-9155 outside ofinstructions.

The Extraordinary General Meeting be conducted via live webcast, but the U.S. and Canada, and entering Participant Passcode 6354710#. The accompanying proxy statement (the “Proxy Statement”), is dated May 15, 2023, and is first being mailed to shareholders of the Company on or about May 16, 2023. The sole purposephysical location of the Extraordinary General Meeting is to consider and vote uponwill remain at the following proposals:

a proposal, proposed as a special resolution, to amendlocation specified above for the Company’spurposes of our amended and restated memorandum and articles of association (the “Articles”Articles of Association) as set forth. If you wish to attend the Extraordinary General Meeting in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend the date by which the Companyperson, you must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similarreserve your attendance at least two business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”) included as part of the units solddays in the Company’s initial public offering that was consummated on December 17, 2021 (the “IPO”), from June 17, 2023 to March 15, 2024 (the “Extension” and, such date, the “Extended Date”) conditional upon the approval of the Trust Amendment Proposal;

a proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated December 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to (i) extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from June 17, 2023 to December 15, 2023, (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”), conditional upon the approval of the Extension Amendment Proposal;

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a proposal, proposed as a special resolution, to amend the Company’s Articles as set forth in Part 2 of Annex A to the accompanying Proxy Statement to provide for the right of a holder of Class B ordinary shares of the Company (the “Founder Shares” or the “Class B Ordinary Shares”) to convert such Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); and

a proposal to approve the adjournmentadvance of the Extraordinary General Meeting by contacting Loeb & Loeb LLP at 345 Park Avenue, New York, NY 10154 by 10:00 a.m., New York Time, on March 11, 2024 (two business days prior to a later datethe scheduled meeting date). While Shareholders may attend the Extraordinary General Meeting in person at the meeting location, we strongly encourage the Shareholders to attend the meeting virtually or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approvalby telephone.

The attached Notice of the Extension Amendment Proposal orExtraordinary General Meeting and proxy statement describe the Trust Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposalbusiness Swiftmerge will only be presentedconduct at the Extraordinary General Meeting if there are not sufficient votes to approveand provide information about Swiftmerge that you should consider when you vote your shares. As set forth in the Extension Amendment Proposalattached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the Trust Amendment Proposal.following proposals:

Proposal No. 1 – Extension Amendment Proposal – To approve, as a special resolution, an amendment to Swiftmerge’s Articles of Association as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which Swiftmerge must consummate a business combination from March 15, 2024 (the “Termination Date”) to June 17, 2025 (the “Extended Date”) conditioned upon the approval of the Trust Amendment Proposal. This proposal is referred to as the “Extension Amendment Proposal”);

Proposal No. 2 – Trust Agreement Amendment Proposal — To approve, as a special resolution, as provided in Annex B to the accompanying proxy statement, an amendment to Swiftmerge’s investment management trust agreement, dated as of December 17, 2021 and as amended on June 15, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date conditioned upon the approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal. This proposal is referred to asthe “Trust Agreement Amendment Proposal”;

Proposal No. 3 – NTA Requirement Amendment Proposal – To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to the Articles of Association to delete: (i) the limitations that the Company


shall not consummate a business combination (as defined in the Articles of Association) if it would cause the Company’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable (the “NTA Requirement” and such proposal the “NTA Requirement Amendment Proposal”) conditioned upon the approval of the Extension Amendment Proposal; and

Proposal No. 4 – Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit (i) further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal or (ii) where the board of directors has determined it is otherwise necessary (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the Founder ShareNTA Requirement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us moreSwiftmerge additional time to enter into and complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similaran initial business combination involving the Company(the “Business Combination”).

You are not being asked to vote on a Business Combination at this time.

The Amended and one or more businesses (a “business combination”). The purposeRestated Articles of theAssociation and Trust Amendment is to (i) extend the date on which Continental must liquidate the Trust Account ifAgreement currently provide that the Company has not completed its initial business combination, from June 17, 2023 tountil March 15, 2024 (ii) allowto consummate a business combination (the “TerminationDate”). The only way to extend the CompanyTermination Date is to maintain any remaining amount inget shareholder approval at an extraordinary general meeting.

If each of the Extension Amendment Proposal, the NTA Requirement Amendment Proposal, and the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflectAgreement Amendment Proposal are approved, the fact that the underwriter of the Company’s IPO agreedTermination Date will be extended from March 15, 2024 to waive its rights to the Deferred Discount (as defined in the Trust Agreement). The Articles provide that we have until June 17, 2023 to complete our initial business combination. While we are engaged in discussions with potential target businesses for our initial business combination, our2025 (the “Extended Date”).

Swiftmerge’s board of directors (the “board”Board) currentlyhas 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, the NTA Requirement Amendment Proposal and the Trust Amendment Proposal to allow for additional time 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 weSwiftmerge will be able to negotiate and complete our initial business combinationa Business Combination before June 17, 2023.March 15, 2024. Accordingly, our boardBoard believes that in order for us to potentially consummate an initial business combination, we will need to obtain the Extension.

In connection withAs contemplated by the Extension Amendment Proposal, shareholders may elect to redeem theirArticles of Association, the holders of Swiftmerge public Class A Ordinary Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding Class A Ordinary Shares includedordinary shares, par value $0.0001 per share issued as part of the units sold in the IPO (including any(the “Public Shares”) may demand that such shares of common stock issuedbe redeemed in exchange thereof, the “public shares”), and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders asfor a pro rata share of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed initial business combination in the future and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then 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 business days prior to the consummation of such initiala Business Combination (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, as described herein, 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 the Redemption.

Swiftmerge’s Articles of Association currently provide that Swiftmerge will not consummate any business combination including interest (which interest shall beunless it (or any successor) has net tangible assets of taxes payable), divided by the numberat least $5,000,001 upon consummation of then outstanding public shares, in the event a proposed

such business combination is completed. We are not asking you to vote on any proposed business combination at this time. If we enter into a business combination, we intend to file (i) promptly thereafter a current report on Form 8-K with information about the business combination, and (ii) in due course a separate proxy statement/prospectus pursuant to which we will seek approvalcombination. The purpose of the NTA Requirement Amendment is to add an additional basis on which Swiftmerge may rely, as it has since its initial public offering, 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 combination, among other things, at a separate extraordinary general meeting. Ifcombinations 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, The Nasdaq Stock Market LLC (“Nasdaq”) may suspend or delist the Extension is not approved, we mayCompany’s securities and the Company would not be able to enterrely on being listed on Nasdaq for purposes of not being deemed a “penny stock” issuer. (See “Risk Factors” at page 23).

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into, nor consummate, aOn 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 combination. We urge youdays prior to vote at the Extraordinary General Meeting regardingMeeting), based on 2,246,910 Public Shares outstanding and the Extension.

Based upon theaggregate amount on deposit in the Trust Account of approximately $24,557,529 as of May 12, 2023, which was approximately $234,159,260, we anticipate thatFebruary 22, 2024 (including interest not previously released to Swiftmerge to pay its taxes), divided by the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.40 at the timetotal number of the Extraordinary General Meeting.then issued and outstanding Public Shares. The closing price of the public sharesPublic Shares on Nasdaq on February 22, 2024 was $10.99. Accordingly, if the Nasdaq Stock Market on May 12, 2023,market price of the most recent practicable closing price priorPublic Shares were to remain the mailingsame until the date of this Proxy Statement, was $10.36. Wethe Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.07 less per share than if the Public Shares were sold in the open market. Swiftmerge cannot assure shareholders that they will be able to sell their sharesPublic Shares in the open market, even if the market price per sharePublic Share is higherlower than the redemption price stated above, as there may not be sufficient liquidity in ourits securities when such shareholders wish to sell their shares.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON JUNE 8, 2023 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARES (AND/OR DELIVER YOUR SHARE CERTIFICATE(S) (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO TENDER YOUR SHARES (AND/OR DELIVER YOUR SHARES CERTIFICATE(S) (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES.

The Adjournment Proposal, Swiftmerge believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if adopted, will allow our board to adjournSwiftmerge does not complete a Business Combination on or before the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.Termination Date.

If the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal isand the NTA Requirement Amendment Proposal are not approved and we do not consummate our initial business combination by June 17, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1)Swiftmerge will (i) cease all operations except for the purpose of winding up; (2)(ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, atPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account,Trust Account, including any interest earned on the funds held in the trust account and not previously released to usTrust Account (net of interest that may be used to pay ourSwiftmerge’s taxes if any (lesspayable and up to $100,000 of interest to payfor dissolution expenses) divided, by (B) the total number of the then-outstanding public shares,then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of Public Shares (including the right to receive further liquidationliquidating distributions, if any);, subject to applicable law; and (3)(iii) as promptly as reasonably possible following such redemption, subject to the approval of ourSwiftmerge’s remaining shareholders and our board,the Board in accordance with applicable law, dissolve and liquidate, and dissolve, subject in eachthe case of clauses (ii) and (iii) above to ourSwiftmerge’s obligations under the Companies Act (As Revised) of the Cayman Islands law(the “Companies Act”), as amended from time to time, to provide for claims of creditors and theother requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respectSubject to our warrants, which will expire worthless in the event of our winding up. Inforegoing, the event of a liquidation, the holders of our Founder Shares, including Swiftmerge Holdings, LP (our “Sponsor”), will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

The approval of each of the Extension Amendment Proposal and the Founder ShareNTA Requirement Amendment Proposal requiresrequire a special resolution under Cayman Islands law,the Companies Act, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of such holders of the then issued and outstanding Public Shares and the Class B Ordinary Shares, par value $0.0001 per share, and the Class A ordinary shares who,which were converted in June 2023 from Class B ordinary shares (collectively, the “Founder Shares”), including shares held by the Sponsor, being present and entitled to do so, to vote in person or by proxy at the Extraordinary General Meeting vote at the Extraordinary General Meeting.or any adjournment thereof. The approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 65% of the issued and outstanding

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ordinary shares. The approval of both the Extension Amendment ProposalPublic Shares and the Trust Amendment ProposalFounder Shares are essentialtogether referred to as the implementation of our board’s plan to extend the date by which we must consummate an initial business combination, and therefore eachOrdinary Shares.”

Approval of the Extension Amendment Proposal, and the TrustNTA Requirement Amendment Proposal, is conditional uponrequires an special resolution under the other. Therefore, our board will abandonCompanies Act and, not implement either amendment unless our shareholders approve bothin the Extension Amendment Proposal andcase of the Trust Agreement Amendment Proposal. This means that if one proposal is approvedProposal


pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the shareholdersholders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the other proposal is not, neither proposal will take effect.Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

The approvalApproval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law,the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of a majority of the then issued and outstanding ordinary shares who, beingOrdinary Shares, present and entitled to votein person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal at the Extraordinary General Meeting.

Our boardThe Board has fixed the close of business on May 12, 2023February 26, 2024 (the “Record Date”) as the record date for determining theSwiftmerge shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the ordinary sharesPublic Shares and Founder Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Ordinary Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

Swiftmerge believes that given Swiftmerge’s expenditure of time, effort and money on searching for a Business Combination, it is in the best interests of Swiftmerge shareholders that Swiftmerge obtain the Extension. Swiftmerge believes a Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, our boardthe Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the Founder ShareNTA Requirement Amendment Proposal and if presented, the Adjournment Proposal are in the best interests of Swiftmerge and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR”FOR such proposals.proposals.

Under our amendedSwiftmerge’s directors and restated memorandum and articles of association, no other business may be transacted at the Extraordinary General Meeting.

Enclosed is the Proxy Statement containing detailed information concerningofficers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and private placement warrants (as defined below). See the section entitled “Extraordinary General Meeting of Swiftmerge Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the AdjournmentTrust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Extraordinary General Meeting.Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, we urgeSwiftmerge urges you to read this material carefully and vote your ordinary shares.

May 15, 2023

By Order of the Board of Directors of Swiftmerge Acquisition Corp.

/s/ John S. Bremner

John S. Bremner

Chief Executive Officer and Director

(Principal Executive Officer)

March 4, 2024

Your vote is important. Ifvery important. Whether or not you are a shareholder of record,plan to attend the Extraordinary General Meeting, please sign, date and return your proxy cardvote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. If you areThe approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal requires a shareholderspecial resolution under the Companies Act, being the affirmative vote of record, you may also cast yourat least two-thirds (2/3) of such holders of the issued and outstanding Public Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting (includingor any adjournment thereof. Approval of the Trust Agreement


Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by virtual means as provided herein). If your shares are heldthe holders of the issued and outstanding Public Shares and Founder Shares, present in an account at a brokerage firmperson or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in personrepresented by proxy at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank (including by virtual means as provided herein). Your failureany adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Public Shares and Founder Shares, present themselves or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement forrepresented by proxy at the Extraordinary General Meeting and will not be voted. An abstentionentitled to vote thereon. Accordingly, if you fail to vote by proxy or broker non-vote will be counted towards the quorum requirement but will not count as ato vote castyourself at the Extraordinary General Meeting.

Important Notice RegardingMeeting, your shares will not be counted in connection with the Availabilitydetermination of Proxy Materials forwhether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, Trust Agreement Amendment Proposal, NTA Requirement Amendment Proposal or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.


NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF SWIFTMERGE ACQUISITION CORP.

TO BE HELD ON MARCH 13, 2024

To the Shareholders of Swiftmerge Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting to(the “Extraordinary General Meeting”) of the shareholders of Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Swiftmerge,” “we,” “us” or “our”), will be held on June 12, 2023: This notice of extraordinary general meeting and the accompanying Proxy Statement are availableMarch 13, 2024, at https://www.cstproxy.com/swiftmergeacquisition/2023.

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SWIFTMERGE ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 371086)

4318 Forman Ave.

Toluca Lake, California 91602

EXTRAORDINARY GENERAL MEETING

To Be Held on June 12, 2023

PROXY STATEMENT

3:00 p.m., New York Time. The extraordinary general meeting (the “ExtraordinaryExtraordinary General Meeting”) of Swiftmerge Acquisition Corp. (“we,” “us,” “our” or the “Company”)Meeting will be held at 3:00 p.m. Eastern Time on June 12, 2023, at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154, United States of America and held virtually via live webcast at www.cstproxy.com/swiftmergeacquisition/2023, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. While shareholders are encouraged to attend the meeting virtually, you will also be permitted to attend the Extraordinary General Meeting in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154 United Statesand virtually via live webcast at https://www.cstproxy.com/swiftmergeacquisition/2024 and via teleconference using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of America. the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 8357434#

You will be ablecan vote on the proposals being presented at the Extraordinary General Meeting by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You can also vote by telephone by dialing toll-free 1-866-894-0536 and following the instructions.

You are cordially invited to attend the Extraordinary General Meeting online, vote, viewfor the listpurpose of shareholders entitledconsidering and voting on the following proposals (unless Swiftmerge determines that it is not necessary to vote athold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated March 4, 2024 and submit your questions relevantis first being mailed to the business to be conducted at the Extraordinary General Meeting during the Extraordinary General Meeting by visiting www.cstproxy.com/swiftmergeacquisition/2023shareholders on or by phone dialing 800-450-7155 within the U.S. and Canada or +1 857-999-9155 outside of the U.S. and Canada and entering the Participant Passcode 6354710#. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:about that date:

 

a proposal, proposed as a special resolution, to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) as set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”) included as part of the units sold in the Company’s initial public offering that was consummated on December 17, 2021 (the “IPO”), from June 17, 2023 to March 15, 2024 (the “Extension” and, such date, the “Extended Date”) conditional upon the approval of the Trust Amendment Proposal;

Proposal No. 1 – Extension Amendment Proposal – To approve, as a special resolution, an amendment to Swiftmerge’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to this proxy statement, to extend the date by which Swiftmerge must consummate a business combination from March 15, 2024 (the “Termination Date”) to June 17, 2025 (the “Extended Date”). This proposal is referred to as the “Extension Amendment Proposal”).

 

a proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated December 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to (i) extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from June 17, 2023 to December 15, 2023, (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”), conditional upon the approval of the Extension Amendment Proposal;

Proposal No. 2 – Trust Agreement Amendment Proposal — To approve, as a special resolution, as provided in Annex B to this proxy statement, an amendment to Swiftmerge’s investment management trust agreement, dated as of December 17, 2021 and as amended on June 15, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date. This proposal is referred to asthe “Trust Agreement Amendment Proposal”;

 

a proposal, proposed as a special resolution, to amend the Company’s Articles as set forth in Part 2 of Annex A to the accompanying Proxy Statement to provide for the right of a holder of Class B ordinary shares of the Company (the “Founder Shares” or the “Class B Ordinary Shares”) to convert such Class B Ordinary Shares into Class A ordinary shares (the “Class A Ordinary Shares”) on a one-for- one basis prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment Proposal”); and

Proposal No. 3 – NTA Requirement Amendment Proposal – To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to the Articles of Association to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the Articles of Association) if it would cause the Company’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable (the “NTA Requirement” and such proposal the “NTA Requirement Amendment Proposal”); and

 

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a proposal to

Proposal No. 4 – Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment (the “Adjournment Proposal”).


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.

Swiftmerge’s 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 Swiftmerge’s 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.

Swiftmerge’s 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 36months 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 Company’s 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),


divided by the total number of then issued and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on February 22, 2024 was $10.99. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.07 less per share than if the Public Shares were sold in the open market. Swiftmerge cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Swiftmerge believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Swiftmerge does not complete a Business Combination on or before the Termination Date.

Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, 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.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are not approved, Swiftmerge will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Swiftmerge’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Swiftmerge’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Swiftmerge’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to Swiftmerge’s transfer agent at least two (2) business days, which is March 11, 2024, prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Subject to the foregoing, the approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Public Shares and the Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Public Shares and the Founder Shares are together referred to as the Ordinary Shares.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any


adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal at the Extraordinary General Meeting.

Record holders of Public Shares and Founder Shares at the close of business on February 26, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the record date of the Extraordinary General Meeting, there were 7,871,910 ordinary shares outstanding, of which 5,621,910 were Class A ordinary shares and 2,250,000 were Class B ordinary shares. Swiftmerge’s warrants do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Swiftmerge urges you to read this material carefully and vote your shares.

This proxy statement is dated March 4, 2024 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Swiftmerge Acquisition Corp.

/s/ John S. Bremner
John S. Bremner
Chief Executive Officer


TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

1

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

2

EXTRAORDINARY GENERAL MEETING OF SWIFTMERGE SHAREHOLDERS

14

Date, Time and Place of Extraordinary General Meeting

14

Proposals at the Extraordinary General Meeting

14

Voting Power; Record Date

15

Recommendation of the Board

15

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

15

Voting Your Shares – Shareholders of Record

16

Voting Your Shares — Beneficial Owners

16

Attending the Extraordinary General Meeting

17

Revoking Your Proxy

17

No Additional Matters

17

Who Can Answer Your Questions about Voting

17

Redemption Rights

18

Appraisal Rights

19

Proxy Solicitation Costs

19

Interests of the Initial Shareholders

20

PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL

27

Overview

27

Reasons for the Extension Amendment Proposal

27

If the Extension Amendment Proposal is Not Approved

28

If the Extension Amendment Proposal is Approved

28

Redemption Rights

29

Recommendation of the Board

31

PROPOSAL NO. 2 – THE TRUST AGREEMENT AMENDMENT PROPOSAL

32

Overview

32

Reasons for the Trust Agreement Amendment Proposal

32

If the Trust Agreement Amendment Proposal is Not Approved

32

If the Trust Agreement Amendment Proposal is Approved

32

Recommendation

33

PROPOSAL NO. 3 – THE NTA REQUIREMENT AMENDMENT PROPOSAL

34

Overview

34

The NTA Requirement

34

Reasons for the Proposed NTA Requirement Amendment Proposal

36

Vote Required for Approval

36

Recommendation

36

PROPOSAL NO. 4 – THE ADJOURNMENT PROPOSAL

37

Overview

37

Consequences if the Adjournment Proposal is Not Approved

37

Vote Required for Approval

37

Recommendation of the Board

37

BUSINESS OF SWIFTMERGE AND CERTAIN INFORMATION ABOUT SWIFTMERGE

38

BENEFICIAL OWNERSHIP OF SECURITIES

39

HOUSEHOLDING INFORMATION

41

WHERE YOU CAN FIND MORE INFORMATION

42

ANNEX A

A-1

ANNEX B

B-1


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Swiftmerge’s current views with respect to, among other things, Swiftmerge’s capital resources and results of operations. Likewise, Swiftmerge’s financial statements and all of Swiftmerge’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Swiftmerge’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Swiftmerge does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

Swiftmerge’s ability to complete a Business Combination, including approval by the shareholders of Swiftmerge;

the anticipated benefits of a Business Combination;

the volatility of the market price and liquidity of the Public Shares, Founder Shares and other securities of Swiftmerge;

the use of funds not held in the Trust Account or available to Swiftmerge from interest income on the Trust Account balance.

While forward-looking statements reflect Swiftmerge’s good faith beliefs, they are not guarantees of future performance. Swiftmerge disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Swiftmerge’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Swiftmerge’s final prospectus filed with the SEC on December 17, 2021 in connection with Swiftmerge’s initial public offering, as amended by other reports Swiftmerge filed with the SEC, including our annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 21, 2023. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Swiftmerge (or to third parties making the forward-looking statements).

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

Q.

Why am I receiving this proxy statement?

A.

Swiftmerge is a blank check company formed under the laws of the Cayman Islands on February 3, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Articles of Association provides for the return of the proceeds from Swiftmerge’s initial public offering held in trust to the holders of public shares (the “Public Shares”) sold in the initial public offering (the “IPO”) if there is no qualifying business combination(s) consummated on or before the Termination Date.

Swiftmerge believes that it is in the best interests of Swiftmerge shareholders to continue Swiftmerge’s existence until the Extended Date, if necessary, in order to allow Swiftmerge additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting. Swiftmerge intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.

Q.

When and where is the Extraordinary General Meeting?

A.

The Extraordinary General Meeting will be held on March 13, 2024, at 3:00 p.m., New York Time at Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 and via live webcast at https://www.cstproxy.com/swiftmergeacquisition/2024 and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

Q.

What do I need in order to be able to participate in the Extraordinary General Meeting online?

A.

You can attend the Extraordinary General Meeting via the Internet by visiting https://www.cstproxy.com/swiftmergeacquisition/2024 and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting.

Q.

What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

A.

Swiftmerge shareholders are being asked to consider and vote on the following proposals:

Proposal No. 1 – Extension Amendment Proposal – To approve, as a special resolution, an amendment to the Articles of Association as provided by the first resolution in the form set forth in Annex A to this proxy statement, to extend the date by which Swiftmerge must consummate a business combination from March 15, 2024, to June 17, 2025 the Extended Date (the “Extension Amendment Proposal”).

Proposal No. 2 – Trust Agreement Amendment Proposal — To approve, as a special resolution, as provided in Annex B to this proxy statement, an amendment to the Trust Agreement to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date(the “Trust Agreement Amendment Proposal”);

Proposal No. 3 – NTA Requirement Amendment Proposal – To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to the Articles of Association to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the Articles of Association) if it would cause the Company’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable (the “NTA Requirement” and such proposal the “NTA Requirement Amendment Proposal”);

Proposal No. 4 – Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation

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and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal, (the “Adjournment Proposal”).

Q.

Are the proposals conditioned on one another?

A.

Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, 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 the Redemption.

If the Extension is implemented and one or more Swiftmerge shareholders elect to redeem their Public Shares pursuant to the Redemption, Swiftmerge will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Swiftmerge’s use in connection with consummating a Business Combination on or before the Extended Date.

If the Extension Amendment Proposal, the NTA Requirement Amendment Proposal, the Founder Share Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, Swiftmerge will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Swiftmerge’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Swiftmerge’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Swiftmerge’ obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

The initial shareholders waived their rights to participate in any liquidating distribution with respect to the Founder Shares. There will be no distribution from the trust account with respect to Swiftmerge’s warrants, which will expire worthless in the event Swiftmerge dissolves and liquidates the trust account.

The Adjournment Proposal is conditioned on Swiftmerge not obtaining the necessary votes for approving the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal prior to the Extraordinary General Meeting in order to seek additional time to obtain sufficient votes in support of the Extension.

Q.

Why is Swiftmerge proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal?

A.

The Articles of Association currently provide for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Swiftmerge additional time to complete a Business Combination pursuant to a Business Combination Agreement.

The Board believes that it is in the best interests of Swiftmerge shareholders that 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.

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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.

Swiftmerge believes that given Swiftmerge’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that Swiftmerge is in the best position possible to consummate a Business Combination and that it is in the best interests of Swiftmerge shareholders that Swiftmerge obtain the Extension. Swiftmerge believes a Business Combination will provide significant benefits to its shareholders.

Swiftmerge’s Articles of Association 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 initial public offering, to be not 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 Company’s 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)

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by Swiftmerge shareholders on a Business Combination will occur at an extraordinary general meeting of Swiftmerge shareholders, to be held on at a later date, and the solicitation of proxies from Swiftmerge shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related right of Swiftmerge shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal are not approved by Swiftmerge shareholders, Swiftmerge may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Adjournment Proposal is not approved by Swiftmerge shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or the Trust Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the ExtensionAgreement Amendment Proposal and the TrustNTA Requirement Amendment Proposal.

Q.

What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A.

The approval of each of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal require a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Public Shares and Founder Shares as, being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. A Swiftmerge shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Extraordinary General Meeting will not be counted towards the number of Public Shares and Founder Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Public Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Public Shares and Founder Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal, the Trust Amendment Proposal and the NTA Requirement Amendment Proposal.

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The purpose of the Extension Amendment is to allow us more time to enter into and complete a business combination. The purpose


Approval of the Trust Agreement Amendment isProposal requires an ordinary resolution under the Companies Act and, pursuant to (i) extend the date on which Continental must liquidate the Trust Account established in connection withAgreement, requires the IPO if the Company has not completed its initial business combination, from June 17, 2023 to March 15, 2024, (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit accountaffirmative vote of at a bank and (iii) reflect the fact that the underwriterleast sixty-five percent (65%) of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement). The Articles provide that we have until June 17, 2023 to complete our initial business combination. While we are engaged in discussions with potential target businesses for our initial business combination, our board of directors (the “board”) currently believes that it is improbable that we will be able to negotiate and complete our initial business combination before June 17, 2023. Accordingly, our board believes that for us to potentially consummate an initial business combination, we will need to obtain the Extension.

Under the current Articles, upon conversion of the Founder Shares to Class A Ordinary Shares, such Class A Ordinary Shares converted from Founder Shares would have been entitled to receive funds from the Trust Account through redemptions or otherwise, except that such have agreed not to be entitled to funds from the Trust Account pursuant to obligations set forth in the letter agreement. The Founder Share Amendment Proposal will amend the Articles to make clear that the Company has the power to issue further Class A Ordinary Shares prior to a Business Combination, but only to the extent that such issuance is in connection with the conversion of the Founder Shares, and will give the Company further flexibility to meet the NASDAQ continued listing requirements, which we believe will be useful in helping us complete our initial business combination.

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are both a condition to the implementation of the Extension. We are not permitted to redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, we will not proceed with the Extension if redemptions of our public shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

In connection with the Extension Amendment Proposal and the Founder Share Amendment Proposal, shareholders may elect to redeem their Class A Ordinary Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, dividedvotes cast by the number of then outstanding Class A Ordinary Shares included as part of the units sold in the IPO (including any shares of common stock issued in exchange thereof, the “public shares”), and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed initial business combination in the future and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit

2


in the Trust Account as of two business days prior to the consummation of such initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed business combination is completed. We are not asking you to vote on any proposed business combination at this time. If we enter into a business combination, we intend to file (i) promptly thereafter a current report on Form 8-K with information about the business combination, and (ii) in due course a separate proxy statement/prospectus pursuant to which we will seek approval of the business combination, among other things, at a separate extraordinary general meeting. If the Extension is not approved, we may not be able to enter into, nor consummate, a business combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $234,159,260 that was in the Trust Account as of May 12, 2023. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we do not consummate our initial business combination by June 17, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holder of our Class B ordinary shares (the “founder shares” and, together with the public shares, the “shares” or “ordinary shares”), Swiftmerge Holdings LP (our “Sponsor”), will not receive any monies held in the Trust Account as a result of its ownership of the founder shares.

Based upon the amount in the Trust Account as of May 12, 2023, which was approximately $234,159,260, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.40 at the time of the Extraordinary General Meeting. The closing price of the public shares on the Nasdaq Stock Market (the “Nasdaq”) on May 12, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.36. We cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment Proposal will constitute consent for us to (1) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares and (2) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds will remain in the Trust AccountPublic Shares and will be available for useFounder Shares present themselves or represented by us in connection with consummating an initial business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption

3


rights and their ability to vote on any initial business combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

Under the Trust Amendment Proposal, we will (i) amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account to the Extended Date (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement).

Our board has fixed the close of business on May 12, 2023 as the record date for determining our shareholders entitled to receive notice of and voteproxy at the Extraordinary General Meeting and any adjournment thereof. Onlyentitled to vote thereon and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of record of the ordinary shares on that date are entitled to have their votes countedPublic Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, a Swiftmerge’s shareholder’s failure to vote by proxy or any adjournment thereof. On the record date ofto vote oneself at the Extraordinary General Meeting there were 28,150,000 ordinary shares outstanding,will not be counted towards the number of which 22,500,000 were public sharesPublic Shares and 5,650,000 were founder shares. The founder shares carry voting rights in connection withFounder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal andoutcome of any vote on the Adjournment Proposal, and we have been informed by our Sponsor, which holds 3,375,000 founder shares, that it intends toProposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal and the Adjournment Proposal.

This Proxy Statement contains important information aboutcast at the Extraordinary General Meeting and will have no effect on the proposals. Please read it carefully andoutcome of any vote your shares.

We will pay foron the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC, ourAdjournment Proposal. The presence, oneself or by proxy, solicitor (“Morrow Sodali”), to assist in the solicitation of proxies forat the Extraordinary General Meeting. We have agreedMeeting of the holders of issued and outstanding Public Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Public Shares and Founder Shares entitled to pay Morrow Sodalivote as of the Record Date at the Extraordinary General Meeting shall constitute a fee of $30,000. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agentsquorum for the cost of forwarding proxy materials to beneficial owners.

This Proxy Statement is dated May 15, 2023 and is first being mailed to shareholdersvote on or about May 16, 2023.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.Adjournment Proposal.

 

Q:Q.

Why amshould I receiving this Proxy Statement?vote “FOR” the Extension Amendment Proposal?

 

A:A.

We areSwiftmerge believes its shareholders will benefit from Swiftmerge consummating a blank check company incorporated on February 3, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On December 17, 2021, we consummated our IPO from which we derived gross proceeds of  $225,000,000. Like many blank check companies, our Articles provide for the return of the funds held in trust to the holders of ordinary shares sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date (in our case, June 17, 2023). In light of ongoing discussions with potential target business for our initial business combination, our board has determined that it is in the best interests of the Company to amend the Articles to extend the date we have to consummate a business combination to March 15, 2024 in order to allow us and our board to evaluate, negotiate and enter into an initial business combination, and subsequently our shareholders, to evaluate the initial business combination and for us to be able to potentially consummate the initial business combination,Business Combination and is submitting these proposals to our shareholders to vote upon.

Q:

What is being voted on?

A:

You are being asked to vote on:

a proposal, proposed as a special resolution, to amend our Articles pursuant to an amendment in the form set forth in Part 1 of Annex A of the accompanying proxy statement to extend the date by which we have to consummate our initial business combination from June 17, 2023 to March 15, 2024;

a proposal to amend our Trust Agreement to (i) extend the date on which Continental must liquidate the Trust Account established in connection with the IPO if the Company has not completed its initial business combination, from June 17, 2023 to March 15, 2024, (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement);

A proposal, proposed as a special resolution, to amend the Company’s Articles pursuant to an amendment in the form set forth in Part 2 of Annex A of the accompanying proxy statement to provide for the right of a holder of the Founder Shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of a business combination at the election of the holder; and

a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal.

The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are both a condition to the implementation of the Extension.

We are not asking you to vote on any proposed business combination at this time. If we enter into a business combination, we intend to file (i) promptly thereafter a current report on Form 8-K with information about the business combination, and (ii) in due course a separate proxy statement/prospectus pursuant to which we will seek approval of the business combination, among other things, at a separate extraordinary general

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meeting. If the Extension is not approved, we may not be able to enter into, nor consummate, a business combination. We urge you to vote at the Extraordinary General Meeting regarding the Extension.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment Proposal will constitute consent for us to remove the Withdrawal Amount from the Trust Account and deliver to the holders of redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of the funds will remain in the Trust Account and will be available for our use in connection with consummating a business combination on or before the Extended Date.

We are not permitted to redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001, and we will not proceed with the Extension if redemptions of our public shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $234,159,260 that was in the Trust Account as of May 12, 2023. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we do not consummate our initial business combination by June 17, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

If the Extension Amendment Proposal is approved, we plan to hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of an initial business combination and related proposals.

You are not being asked to vote on an initial business combination at this time. If the Extension is

implemented and you do not elect to redeem your public shares, you will retain the right to vote on our

initial business combination if and when it is submitted to shareholders and the right to redeem your

public shares for cash in the event an initial business combination is approved and completed or the

Company has not consummated an initial business combination by the Extended Date.

Q:

Why is the Company proposing the Extension Amendment Proposal to extend the Amendment Proposal and the Founder Share Amendment Proposal?

A:

Our Articles provide for the return of the funds held in the Trust Accountdate by which Swiftmerge has to the holders of public shares if there is no qualifying business combination(s) consummated on or before June 17, 2023. As we explain below, we may not be able to enter into and complete an initial business combination by that date.until the Extended Date. The Extension would give Swiftmerge additional time to complete a Business Combination.

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We are asking for an extension of this timeframe in order to have sufficient time to complete a business combination, which our boardThe Board believes that it is in the best interestinterests of ourSwiftmerge shareholders in lightand Swiftmerge that the Extension be obtained so that Swiftmerge will have an additional amount of ongoing discussions with potential target businesses for our initial business combination. We believetime 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.

Swiftmerge believes that given ourSwiftmerge’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public shareholders an opportunity to participate in a business combination. In the event that we enter into a definitive agreement for an initial business combination prior to the Extraordinary General Meeting, we will issue a press release and file a Form 8-K announcing the proposed business combination.

Accordingly, our boardBusiness Combination, it is proposing the Extension Amendment Proposal to amend our Articles in the form set forth in Part 1 of Annex A hereto to extend the date by which we must (1) consummate our initial business combination, (2) cease our operations except for the purpose of winding up if we fail to complete such business combination, and (3) redeem all the public shares, from June 17, 2023 to March 15, 2024; our board is proposing the Trust Amendment Proposal to amend the Trust Agreement in the form set forth in Annex B to (i) extend the date on which Continental must liquidate the Trust Account established in connection with our IPO if we have not completed a business combination, from June 17, 2023 to March 15, 2024, (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement).

Our board is proposing the Founder Share Amendment Proposal to amend the Company’s Articles pursuant to an amendment in the form set forth in Part 2 of Annex A to provide for the right of a holder of the Founder Shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing of a business combination at the election of the holder. The purpose of the Founder Share Amendment Proposal is to assist in the extension of time to complete a business combination by giving us further flexibility to meet NASDAQ continued listing requirements which we believe will be useful in helping us complete a business combination.

Q:

Why should I vote “FOR” the Extension Amendment Proposal?

A:

Our Articles provide that if our shareholders approve an amendment to our Articles that would affect the substance or timing of our obligation to redeem all of our public shares if we do not complete our initial business combination before June 17, 2023, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We believe that this provision of the Articles was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Articles.

The Extension Amendment Proposal would give us the opportunity to complete a business combination, which our board believes in the best interests of Swiftmerge shareholders that Swiftmerge obtain the shareholders. In addition, approval of the Extension Amendment Proposal isExtension. Swiftmerge believes a conditionBusiness Combination will provide significant benefits to the implementation of the Trust Amendment Proposal. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination in the future and the right to redeem your public shares in connection with such initial business combination.

Our board recommends that you vote in favor of the Extension Amendment Proposal.its shareholders.

 

Q:Q.

Why should I vote “FOR” the Trust Agreement Amendment Proposal?

 

A:A.

As discussed above, our boardSwiftmerge believes shareholders will benefit from Swiftmerge consummating a Business Combination and is proposing the opportunityTrust Agreement Amendment Proposal to extend the date by which Swiftmerge has to complete a business combination is inuntil the Extended Date. The Extension would give Swiftmerge additional time to complete a Business Combination.

The Board believes that it is in the best interests of Swiftmerge shareholders and Swiftmerge that 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.

Swiftmerge believes that given Swiftmerge’s expenditure of time, effort and money on a Business Combination, it is in the best interests of Swiftmerge shareholders that Swiftmerge obtain the Extension. Swiftmerge believes a Business Combination will provide significant benefits to its shareholders.

Q.

Why should I vote “FOR” the shareholders. In addition, approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment Proposal.NTA Requirement Amendment?

 

A.

Swiftmerge believes a Business Combination will provide significant benefits to its shareholders and is proposing the NTA Requirement Amendment to add an additional basis on which Swiftmerge may rely, as it has since its IPO, to be not subject to the “penny stock” rules of the SEC.

7Swiftmerge’s Articles of Association provide that Swiftmerge will not consummate any business combination unless it (or any successor) has net tangible assets (“NTAs”) of at least $5,000,001 upon

5


Whether a holderconsummation of public shares votes in favor of or againstsuch business combination (the “NTA Requirement”). If the ExtensionNTA Requirement Amendment Proposal is not approved and there are significant requests for redemption such that the NTA Requirement would be exceeded, the NTA Requirement would prevent the Company from being able to extend the time available to consummate a business combination. The Company believes that the NTA Requirement is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules. Because the Public Shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, the Company is presenting the NTA Requirement Amendment to facilitate the consummation of a Business Combination. 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 TrustCompany’s 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).

If the NTA Requirement Amendment Proposal if such proposals are approved, the holder may, but is not required to, redeem all or a portion of its public sharesapproved and there are significant requests for a per-share price, payable in cash, equal toredemption such that the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We will not proceed with the Extension if redemptions of our public sharesCompany’s net tangible assets would cause us to havebe less than $5,000,001 of net tangible assets following approvalupon the consummation of the Extension Amendment Proposal and the Trust Amendment Proposal.

If holdersBusiness Combination, Swiftmerge’s Articles of public shares do not elect to redeem their public shares, such holders will retain redemption rights in connection with any future initial business combination we may propose. Assuming the Extension Amendment Proposal is approved, we will have until the Extended Date to complete our initial business combination.

In addition,Association would prevent the Company may, no later thanfrom being able to consummate the date that is 24 months following the effective date of its IPO, liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter maintain the funds in the Trust Account in cash items, which may include interest-bearing demand deposit accounts at banks. Interest on such deposit account is currently approximately 3% per annum, but such deposit account carries a variable rate and the Company cannot assure you that such rate will not decrease or increase significantly. Following such liquidation, the Company may receive minimal interest,Business Combination even if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

Finally, on November 7, 2022, the underwriter of our IPO waived any entitlementall other conditions to deferred underwriting fees in connection with our IPO. The Trust Amendment would reflect this by removing references to the Underwriter’s receipt and entitlement to such deferred commissions.

Our board recommends that you vote in favor of the Trust Amendment Proposal.

Q: Why should I vote “FOR” the Founder Share Amendment Proposal?closing are met.

 

A:Q.

Our Board believes that our shareholders should have an opportunity to consider a business combination. The purpose of the Founder Share Amendment Proposal is to allow to the Founder Shares to be converted on a 1:1 basis by the holder at any point in time prior to an initial business combination, as is already contemplated pursuant to Article 17 of the Company’s Articles. Accordingly, in connection with the Extension Proposal, this additional proposal will give the Company further flexibility to meet NASDAQ continued listing requirements following the Extension.

Moreover, voting FOR the Founder Share Amendment Proposal will not affect your right to seek redemption of your public shares in connection with the vote to approve an initial business combination.

Our Board recommends that you vote in favor of the Founder Share Amendment Proposal.

Q:

Why should I vote “FOR” the Adjournment Proposal?

 

A:A.

If the Adjournment Proposal is not approved by ourSwiftmerge shareholders, our boardthe Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the TrustNTA Requirement Amendment Proposal.

If presented, our boardthe Board unanimously recommends that you vote in favor of the Trust AmendmentAdjournment Proposal.

 

Q:Q.

When wouldHow will the Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal?initial shareholders vote?

 

A:A.

Our board will abandon the Extension AmendmentThe initial shareholders have advised Swiftmerge that they intend to vote any Public Shares and the Trust Amendment if our shareholders do not approve both the Extension Amendment Proposal and the Trust Amendment Proposal. Additionally, we are

8


not permitted to redeem our public sharesFounder Shares over which they have voting control, in an amount that would cause our net tangible assets to be less than $5,000,001, and we will not proceed with the Extension if redemptions of our public shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets following approvalfavor of the Extension Amendment Proposal, and the Trust Agreement Amendment Proposal.

Q:

How doProposal, the Company insiders intend to vote their shares?

A:

Our Sponsor owns 3,375,000 founder shares. Such founder shares represent 12% of our issuedNTA Requirement Amendment Proposal and, outstanding ordinary shares.if necessary, the Adjournment Proposal.

The founder shares carry voting rightsinitial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder ShareAgreement Amendment Proposal and the Adjournment Proposal,NTA Requirement Amendment Proposal. On the Record Date, the Sponsor beneficially owned and we have been informed by our Sponsor, directors and executive officers that they intendwas entitled to vote in favoran aggregate of the Extension Amendment Proposal, the Trust Amendment Proposal, the3,375,000 Founder Share Amendment ProposalShares, representing approximately 42.9% of Swiftmerge’s issued and the Adjournment Proposal.

In addition, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process; (b) would represent in writing that such public shares will not be voted in favor of approving the Extension Amendment Proposal; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

To the extent any such purchases by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Amendment Proposal will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number ofoutstanding ordinary shares for which the Company has received redemption requests pursuant to its redemption offer. None of the funds in the Trust Account will be used to purchase public shares in such transactions.

The purpose of such share purchases and other transactions would be to increase the likelihood that the resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes.

If such transactions are effected, the consequence could be to cause the Extension Amendment and Trust Amendment to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with the Securities and Exchange Commission (the “SEC”) guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension Amendment and Trust Amendment at the Extraordinary General Meeting and could decrease the chances that the Extension Amendment and Trust Amendment would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

9


The Company hereby represents that any Company securities purchased by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension Amendment Proposal and the Trust Amendment Proposal.shares.

 

Q:Q.

What vote is required to adopt the Extension Amendment Proposal?

A:

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment Proposal.

Q:

What vote is required to approve the Trust Amendment Proposal?

A:

The approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares. Approval of the Extension Amendment Proposal is a condition to the implementation of the Trust Amendment Proposal.

Q:

What vote is required to adopt the Founder Share Amendment Proposal?

A:

The approval of the Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Founder Share Amendment Proposal.

Q:

What vote is required to approve the Adjournment Proposal?

A:

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Q:

What if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal, the NTA Requirement Amendment Proposal, or Founder Share Amendmentthe Adjournment Proposal?

 

A:A.

If you do not want the Extension Amendment Proposal, to be approved, you must vote “AGAINST” the proposals. If you do not want the Trust Amendment Proposal, the NTA Requirement Amendment Proposal or the Adjournment Proposal to be approved, you must abstain,may “ABSTAIN”, not vote, or vote “AGAINST” the proposals. If you do not want the Founder Share Amendment Proposal to be approved, you must vote “AGAINST” thesuch proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Amendment Proposal, the Trust Amendment Proposal or the Founder Share Amendment Proposal.

Broker non-votes, abstentionsIf you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote on the Trust Amendment Proposal will have the same effect as votes “AGAINST” the Trust Amendment Proposal. Broker “non-votes” and abstentions will have no effect with respect toon the approvaloutcome of any vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the Founder Share Amendment Proposal.determination of whether a valid quorum is established and will have no effect on the outcome of the

 

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Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

Q:Q.

What happens if the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal isand the NTA Requirement Amendment Proposal are not approved?

 

A:A.

The Extension Amendment and the Trust Amendment will not be effective if our shareholders do notIf there are insufficient votes to approve both the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the TrustNTA Requirement Amendment Proposal.Proposal, Swiftmerge may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.

If the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal isand the NTA Requirement Amendment Proposal are not approved and we do not consummate our initial business combination by June 17, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1)at the Extraordinary General Meeting or at any adjournment, Swiftmerge will (i) cease all operations except for the purpose of winding up; (2)(ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, atPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account,Trust Account, including any interest earned on the funds held in the trust account and not previously released to usTrust Account (net of interest that may be used to pay ourSwiftmerge’s taxes if any (lesspayable and up to $100,000 of interest to payfor dissolution expenses) divided, by (B) the total number of the then-outstanding public shares,then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of Public Shares (including the right to receive further liquidationliquidating distributions, if any);, subject to applicable law; and (3)(iii) as promptly as reasonably possible following such redemption, subject to the approval of ourSwiftmerge’s remaining shareholders and our board,the Board in accordance with applicable law, dissolve and liquidate, and dissolve, subject in eachthe case of clauses (ii) and (iii) above to ourSwiftmerge’s obligations under Cayman Islands lawthe Companies Act to provide for claims of creditors and theother requirements of other applicable law.

The Sponsor and the officers, directors and the initial shareholders of Swiftmerge waived their rights to participate in any liquidation distribution with respect to the Founder Shares. There will be no redemption rights or liquidating distributionsdistribution from the Trust Account with respect to ourSwiftmerge’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder shares, including our Sponsor, will not receive any monies held inSwiftmerge dissolves and liquidates the Trust Account as a result of their ownership of the founder shares.Account.

 

Q:Q.

What happens if the Founder Share Amendment Proposal is not approved?

A;

The Founder Share Amendment will not be implemented if our shareholders do not approve the Proposal.

Q:

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the TrustNTA Requirement Amendment Proposal are approved, what happens next?

 

A:A.

WeIf the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are approved, Swiftmerge will continue ourto attempt to consummate a Business Combination until the Extended Date. Swiftmerge will file the amended and restated Articles of Association with the Cayman Islands Registrar of Companies in substantially the form that appears in Annex A hereto and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting and consummate an initial business combination.the closing of a Business Combination on or before the Extended Date.

Upon approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the requisite number of votes, the amendments to our Articles that are set forth in Annex A hereto will become effective. We will remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”) and our units, public shares and warrants will remain publicly traded.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the TrustNTA Requirement Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of our ordinary sharesSwiftmerge held by ourSwiftmerge’s officers, directors, the Sponsor our directors and our officers asits affiliates. In addition, the Articles of Association currently provide that Swiftmerge cannot redeem or repurchase Public Shares to the extent such redemption would result in Swiftmerge’s failure to have at least $5,000,001 of net tangible assets upon its consummation of the Extension in accordance with the Articles of Association. As a result, of their ownership ofunless the founder shares.

If the ExtensionNTA Requirement Amendment Proposal and the Trust Amendment Proposal areis approved, but we do not complete our initial business combination by the Extended Date (or, if such date is further extended at a duly called extraordinary general meeting, such later date), we will: (1) cease all operations except for the purpose of winding up; (2) 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder

11


shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

Notwithstanding the foregoing, weSwiftmerge will not proceed with the Extension or the Redemption if redemptions of our public shares would cause us toSwiftmerge does not have less thanat least $5,000,001 of net tangible assets following approvalupon its consummation of the Extension, Amendment Proposal andafter taking into account the Trust Amendment Proposal, and the consequences will be the same as if the Extension Amendment Proposal and the Trust Amendment Proposal were not approved, as described above.Redemption.

 

Q:

If the Founder Share Amendment Proposal is approved, what happens next?

A;

If the Founder Share Amendment Proposal is approved, it will permit us to convert the Founder Shares into Class A Ordinary Shares before the closing of an business combination at the election of the holder. It will also provide further flexibility to meet NASDAQ continued listing requirements, which we believe will be useful in helping us complete a business combination.

Q:

What happens to the Company warrants if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved?

A:

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we have not consummated a business combination by June 17, 2023, we will: (1) cease all operations except for the purpose of winding up; (2) 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

Q:

What happens to the Company warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved?

A:

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate an initial business combination until the Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of an initial business combination, provided we have an effective registration statement under the Securities Act of 1933 (the “Securities Act”) covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).

Q:

How are the funds in the Trust Account currently being held?

A:

With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the

127


potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

With regard to the SEC’s investment company proposals included in the SPAC Rule Proposals, while the funds in the Trust Account have, since the Company’s initial public offering, been held only within 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 in an open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, to mitigate the risk of being viewed as operating as an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we will, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our initial public offering, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

Q:Q.

IfAm I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with any future initial business combination?a Business Combination?

 

A:A.

UnlessIf you electdo not choose to redeem your shares at this time,exercise Redemption rights in connection with the Extraordinary General Meeting, you may choose to exercise Redemption rights in connection with a Business Combination if you are a holder of Public Shares as of the close of business on the record date for a Business Combination Extraordinary General Meeting, and you will be able to exercise redemption rightsvote to approve a Business Combination in respect of any future initial business combinationa Business Combination Extraordinary General Meeting, to be held at a later date. The Extraordinary General Meeting relating to the Extension Amendment Proposal and Trust Agreement Amendment does not affect your right to elect to redeem your Public Shares in connection with a Business Combination, subject to any limitations set forth in our Articles.the Articles of Association (including the requirement to submit any request for redemption in connection with a Business Combination on or before the date that is two business days before the Extraordinary General Meeting of Swiftmerge shareholders to vote on a Business Combination).

 

Q:Q.

How doDo I changeneed to request that my vote?shares be redeemed regardless of whether I vote for or against the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal?

 

A:A.

Yes. Whether you vote for or against the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal you may elect to redeem your shares. However, you will need to submit a redemption request for your Public Shares.

Q.

May I change my vote after I have mailed my signed proxy card?

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to our Secretary at Swiftmerge Acquisition Corp., 4318 Forman Ave, Toluca Lake, California 91602, so that it is received prior to the Extraordinary General Meeting or by attending the Extraordinary General Meeting in person and voting (including by virtual means as provided below). You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by our Secretary prior to the Extraordinary General Meeting.by:

Please note, however,

entering a new vote by Internet or telephone;

sending a later-dated, signed proxy card addressed to Swiftmerge’s Secretary located at Swiftmerge Acquisition Corp., 4318 Forman Ave, Toluca Lake, California 91602, Attn: Secretary, so that ifit is received by Swiftmerge’s Secretary on or before the record dateExtraordinary General Meeting; or

attending and voting, in person or virtually via the Internet, during the Extraordinary General Meeting.

You also may revoke your shares were held, not in your name, but rather in an account atproxy by sending a brokerage firm, custodian bank,notice of revocation to Swiftmerge’s Secretary, which must be received by Swiftmerge’s Secretary on or other nominee then you arebefore the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attendExtraordinary General Meeting. Attending the Extraordinary General Meeting and vote at the Extraordinary General Meeting, you must bring to the Extraordinary General Meeting a legal proxy from the broker, bank or other nominee holdingwill not cause your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Any shareholder wishing to attend the virtual meeting should register for the meeting by June 5, 2023 (one week prior to the meeting date). To register for the Extraordinary General Meeting, please follow these instructions as applicable to the nature of your ownership of ordinary shares:

If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only Extraordinary General Meeting, go to https://www.cstproxy.com/swiftmergeacquisition/2023, enter the control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend. You can also access a

13


listen-only meeting by calling 1 800-450-7155 if you are located within the United States or Canada or by calling +1 857-999-9155 if you are located outside of the United States or Canada and entering Participant Passcode 6354710#.

Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting and vote must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legalpreviously granted proxy to proxy@continentalstock.com. Continental will issue a control number and email it back with the meeting information.be revoked unless you specifically so request.

 

Q:Q.

How are votes counted?

 

A:A.

Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions“ABSTAIN” and broker non-votes. EachThe approval of each of the Extension Amendment Proposal, and the Founder ShareNTA Requirement Amendment Proposal must be approved asrequires a special resolution under the Cayman Islands law and our amended and restated memorandum and articles of association,Companies Act, being the affirmative vote of theat least two-thirds (2/3) of such holders of at least two-thirds of the then issued and outstanding ordinary shares who,Public Shares and Founder Shares, as, being present and entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the Public Shares and Founder Shares and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Public Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting. The TrustMeeting and entitled to vote thereon. With respect to the Extension Amendment Proposal, must be approved by the affirmativeTrust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on outcome of any vote of holders of at least 65% ofon the outstanding shares as of the record date.Extension Amendment Proposal.

Accordingly, a Company shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting means that such shareholder’s ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Accordingly, a Company shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of ordinary shares required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.

8


Q:Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote themmy shares for me?

 

A:A.

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believeSwiftmerge believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction.instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form fromBroker non-votes will have no effect on the institution that holds your shares and followoutcome of any vote on the instructions included on that form regarding how to instruct your broker to vote your shares.Extension Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal, or the Adjournment Proposal.

 

Q:Q.

What isconstitutes a quorum requirement?at the Extraordinary General Meeting?

 

A:A.

A quorum is the minimum number of ourSwiftmerge shareholders is necessary to hold a valid meeting.

One or more shareholders who together hold not less than a majority of the issued and outstanding shares in Swiftmerge entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Q.

How do I vote?

A.

If you were a holder of record of Public Shares or Founder Shares on February 26, 2024, the Record Date for the Extraordinary General Meeting. A quorum will be presentMeeting, you may vote with respect to the proposals yourself at the Extraordinary General Meeting, if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. As ofcompleting, signing, dating and returning the record date forenclosed proxy card in the Extraordinary General Meeting, the holders of at least 14,062,501 ordinary shares would be required to achieve a quorum.postage-paid envelope provided.

14


Your shares will be counted towardsVoting by Mail. By signing the quorum only ifproxy card and returning it in the enclosed prepaid and addressed envelope, you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person atare authorizing the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement, but will not count as a vote cast at the Extraordinary General Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Extraordinary General Meeting.

Q:

Who can vote at the Extraordinary General Meeting?

A:

Only holders of record of our ordinary shares at the close of business on May 12, 2023 are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments thereof. On this record date, 28,150,000 ordinary shares were outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name. Ifindividuals named on the record dateproxy card to vote your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary General Meeting or vote by proxy. Whether or notin the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record dateso that your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, thenwill be voted if you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invitedunable to attend the Extraordinary General Meeting. However, sinceIf you are not the shareholder of record, you may not votereceive more than one proxy card, it is an indication that your shares are held in person atmultiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., New York Time, on March 12, 2024.

Voting by Internet. Shareholders who have received a copy of the Extraordinary General Meeting unless you requestproxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com and obtain a validentering the voter control number included on your proxy from your broker or other agent.card.

Voting by Telephone. Dial toll-free 1-866-894-0536 and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on March 12, 2024 to be counted.

 

Q:Q.

Does the boardBoard recommend voting for“FOR” the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the Founder ShareNTA Requirement Amendment Proposal and the Adjournment Proposal?

 

A:A.

Yes. After careful consideration of the terms and conditions of these proposals, our boardthe Extension Amendment Proposal, the Board has determined that the Extension Amendment the Trust Amendment, the Founder Share Amendment and, if presented, the Adjournment Proposal areis in the best interests of the CompanySwiftmerge and its shareholders. The boardBoard unanimously recommends that ourSwiftmerge shareholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, and the Adjournment Proposal.

 

9


The Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of Swiftmerge and its shareholders. The Board unanimously recommends that Swiftmerge shareholders vote “FOR” the Trust Agreement Amendment Proposal.

The Board has also determined that the NTA Requirement Amendment Proposal is in the best interests of Swiftmerge and its shareholders. The Board unanimously recommends that Swiftmerge shareholders vote “FOR” the NTA Requirement Amendment Proposal.

Additionally, the Board has determined that the Adjournment Proposal is in the best interests of Swiftmerge and its shareholders. The Board unanimously recommends that Swiftmerge shareholders vote “FOR” the Adjournment Proposal.

Q:Q.

What interests do the Company’s Sponsor,Swiftmerge’s directors and officers have in the approval of the proposals?Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal?

 

A:A.

Our Sponsor,Swiftmerge’s directors and officers have interests in the proposalsExtension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, directorothers, ownership, directly or indirect ownershipindirectly through the Sponsor, of founder sharesPublic Shares, Founder Shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements.private placement warrants. See the section entitled “The Extraordinary General Meeting of Swiftmerge Shareholders — Interests of our Sponsor, Directors and Officers.the Initial Shareholders in this proxy statement.

 

Q:Q.

Do I have dissenters’appraisal rights or appraisaldissenters’ rights if I object to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal andor the Founder ShareNTA Requirement Amendment Proposal?

 

A:A.

OurNo. There are no appraisal rights available to Swiftmerge shareholders do not have dissenters’ rights in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Founder ShareNTA Requirement Amendment Proposal under Cayman Islands law.Proposal.

Our shareholders

Q.

If I own a public warrant, can I exercise redemption rights with respect to my public warrants?

A.

No. The holders of public warrants issued in connection with the IPO (a one-half warrant to purchase one Class A Ordinary Share was included in the units sold in the IPO) each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share have no redemption rights with respect to such public warrants.

Q.

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A.

No. Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not have appraisal rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal or the Founder Share Amendment Proposal.be able to exercise your Redemption rights.

 

1510


Q:Q.

What do I need to do now?

 

A:A.

We urge you toYou should read carefully and consider the information contained in this Proxy Statement,proxy statement, including the annexes,Annexes A and B, and to consider how the proposalsExtension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statementproxy statement and on the enclosed proxy card.card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q:Q.

How do I vote?exercise my redemption rights?

 

A:A.

If you are a holderIn connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal, and contingent upon the effectiveness of recordthe implementation of our ordinary shares, you may vote in person (including by virtual means as provided herein) at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting.

Whether or not you plan to attend the Extraordinary General Meeting in person (including by virtual means), we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or by following the instructions on the proxy card. You may still attend the Extraordinary General Meeting and vote in person if you have already voted by proxy.

If your ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You may typically do this via telephone or the internet by following the instructions received by your broker or other agent. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:

How do I redeem my ordinary shares?

A:

Each of our publicExtension, Swiftmerge shareholders may submit an election that, if the Extension is implemented, such public shareholder electsseek to redeem all or a portion of its public sharestheir Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Extraordinary General Meeting, including interest earned on the funds held in the Trust Account and not previously released to Swiftmerge to pay its taxes, divided by the number of then issued and outstanding public shares. You will also be ablePublic Shares, subject to redeem your public sharesthe limitations described in the final prospectus dated December 17, 2021, filed in connection with any proposed initial business combinationthe IPO. However, unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if weSwiftmerge does not have not consummated our initial business combination byat least $5,000,001 of net tangible assets upon its consummation of the Extended Date.Extension, after taking into account the Redemption.

In order to tender your ordinary shares (and/or deliver your share certificate(s) (if any) and other redemption forms) for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, OneLLC

1 State Street, Plaza, 30th30th Floor

New York, New York,NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com or

In order to tenderexercise your ordinary shares (and/or deliver your share certificate(s) (if any) and other redemption forms) to the transfer agent electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in whichrights, you hold your shares. You should tender your ordinary shares in the manner described abovemust, prior to 5:00 p.m. EasternNew York Time on June 8, 2023March 11, 2024 (two (2) business days before the Extraordinary General Meeting)., (i) submit a written request to the Trustee, that Swiftmerge redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of Swiftmerge’s transfer agent is listed under the question “Who can help answer my questions?” below. Swiftmerge requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to Swiftmerge’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Swiftmerge’s transfer agent will need to act to facilitate the request. It is Swiftmerge’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Swiftmerge does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights includeand thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Swiftmerge’s consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?

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Swiftmerge shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a stockholderredeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares.be effectuated.

 

Q:Q.

How do I withdrawal my election to redeem my ordinary shares?

A:

If you tendered your ordinary shares (and/or delivered your share certificate(s) (if any) and other redemption forms) for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.

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Any request for redemption, once made by a holder of public ordinary shares, may not be withdrawn once submitted to us unless our board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

Q:

What should I do if I receive more than one (1) set of voting materials?materials for the Extraordinary General Meeting?

 

A:A.

You may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this Proxy Statementproxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts.cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast ayour vote with respect to all of your shares.

Separate voting materials will be mailed to Swiftmerge shareholders for a Business Combination Extraordinary General Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Extraordinary General Meeting.

 

Q:Q.

Who is payingwill solicit and pay the cost of soliciting proxies for this proxy solicitation?the Extraordinary General Meeting?

 

A:A.

WeSwiftmerge will pay for the entire cost of soliciting proxies. We haveproxies for the Extraordinary General Meeting. Swiftmerge has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow Sodali a fee of $30,000. WeSwiftmerge will also reimburse Morrow Sodalibanks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for reasonable out-of-pockettheir expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and will indemnify Morrow Sodaliin obtaining voting instructions from those owners. The directors, officers and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officersemployees of Swiftmerge may also solicit proxies in person, by telephone, by facsimile, by mail or by other means of communication. These partieson the Internet. They will not be paid any additional compensationamounts for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

 

Q:Q.

Who can help answer my questions?

 

A:A.

If you have questions about the proposals or if you need additional copies of the Proxy Statementthis proxy statement or the enclosed proxy card you should contact our proxy solicitor:contact:

Swiftmerge Acquisition Corp.

4318 Forman Avenue

Toluca Lake, California 91602

Attention: Chief Financial Officer

You may also contact the proxy solicitor for Swiftmerge at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

IVCP@info.morrowsodali.com

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To obtain timely delivery, Swiftmerge shareholders must request the materials no later than March 10, 2024, or three (3) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about Swiftmerge from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on March 11, 2024 (two business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or tenderingdelivery of your ordinary shares (and/or delivering your share certificate(s) (if any) and other redemption forms),Public Shares, please contact:contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC

One1 State Street, Plaza, 30th30th Floor

New York, New YorkNY 10004

Attention:Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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EXTRAORDINARY GENERAL MEETING OF SWIFTMERGE SHAREHOLDERS

This proxy statement is being provided to Swiftmerge shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of Swiftmerge shareholders to be held on March 13, 2024, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about March 4, 2024 to all shareholders of record of Swiftmerge as of February 26, 2024, the record date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 3:00 p.m., New York Time, on March 13, 2024 at the offices of Loeb & Loeb, LLP, 345 Park Avenue, New York, NY 10154 and via live webcast by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, Swiftmerge shareholders will consider and vote on the following proposals:

Proposal No. 1 – Extension Amendment Proposal – To approve, as a special resolution, an amendment to Swiftmerge’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to this proxy statement, to extend the date by which Swiftmerge must consummate a business combination from March 15, 2024 (the “Termination Date”) to June 17, 2025 (the “Extended Date”). This proposal is referred to as the “Extension Amendment Proposal”);

Proposal No. 2 – Trust Agreement Amendment Proposal — To approve, as a special resolution, as provided in Annex B to this proxy statement, an amendment to Swiftmerge’s investment management trust agreement, dated as of July 6, 2021 and as amended on June 15, 2023 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date. This proposal is referred to asthe “Trust Agreement Amendment Proposal”;

Proposal No. 3 – NTA Requirement Amendment Proposal – To approve, as a special resolution, as provided in the second resolution in the form set forth in Annex A to the accompanying proxy statement, an amendment to the Articles of Association to delete: (i) the limitations that the Company shall not consummate a business combination (as defined in the Articles of Association) if it would cause the Company’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the limitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such redemptions or repurchases, as applicable (the “NTA Requirement” and such proposal the “NTA Requirement Amendment Proposal”); and

Proposal No. 4 – Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting,

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there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment (the “Adjournment Proposal”).

Voting Power; Record Date

As a shareholder of Swiftmerge, you have a right to vote on certain matters affecting Swiftmerge. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Public Shares or Founder Shares at the close of business on February 26, 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each Public Shares or Founder Shares that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted.

On the record date of the Extraordinary General Meeting, there were 7,871,910 ordinary shares outstanding, of which 5,621,910 were Class A ordinary shares and 2,250,000 were Class B ordinary shares, including 3,375,000 Class A ordinary shares held by the Sponsor which have no redemption rights.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The approval of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Public Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. One or more shareholders who together hold not less than a majority of the issued and outstanding Public Shares and Founder Shares entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Amendment Proposal and the NTA Requirement Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares present in person or represented by proxy at the Extraordinary General Meeting and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Public Shares and Founder Shares present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Trust Agreement Amendment Proposal and Adjournment Proposal.

It is possible that Swiftmerge will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If Swiftmerge fails to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, Swiftmerge will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

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Voting Your Shares – Shareholders of Record

If you are an Swiftmerge shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Public Shares or Founder Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust Agreement Amendment Proposal, “FOR” the NTA Requirement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., New York Time, on March 12, 2024.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxyvote.com and entering the voter control number included on their proxy card.

Voting by Telephone. Dial toll-free 1-866-894-0536 and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on March 12, 2024 to be counted.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Swiftmerge. Simply complete and mail the proxy card to ensure that your vote is counted. You may alsobe eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain additional information about usa valid legal proxy from documents we file withyour broker, bank or other agent and then register in advance to attend the Securities and Exchange Commission (the “SEC”) by followingExtraordinary General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests for registration should be directed to Mark Zimkind at mzimkind@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC

Attn: SPAC Redemption Team

1 State Street, 30th Floor

New York, NY 10004

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You will receive a confirmation of your registration by email after Swiftmerge receives your registration materials. You may attend the Extraordinary General Meeting by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the section entitled “Whereproxy materials. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. Follow the instructions provided to vote. Swiftmerge encourages you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held in person at Loeb &Loeb LLP, 345 Park Avenue, New York, NY 10154 at 3:00 p.m. New York Time, on March 13, 2024 and virtually via live webcast on the Internet. You will be able to attend the Extraordinary General Meeting virtually by visiting https://www.cstproxy.com/swiftmergeacquisition/2024 and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

you may send another proxy card with a later date;

you may notify Swiftmerge’s Secretary in writing to Swiftmerge Acquisition Corp., 4318 Forman Avenue, Toluca Lake, California 91602 before the Extraordinary General Meeting that you have revoked your proxy; or

you may attend the Extraordinary General Meeting, revoke your proxy, and vote oneself, as indicated above.

No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement, which serves as the notice of the Extraordinary General Meeting.

Swiftmerge intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.

Who Can Find More Information.”Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

IVCP@info.morrowsodali.com

 

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FORWARD-LOOKING STATEMENTSRedemption Rights

This Proxy Statement contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regardingIn connection with the Company’s financial position, business strategyExtension Amendment Proposal, the Trust Agreement Amendment Proposal and the plansNTA Requirement Amendment Proposal, and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may causecontingent upon the actual results, performance or achievementseffectiveness of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal, each holder of Public Shares may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if Swiftmerge will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

In order to exercise your Redemption rights you must:

if you hold Units, separate the underlying Public Shares and public warrants;

on or before March 11, 2024 at 5:00 p.m., New York Time, which is two business days before the Extraordinary General Meeting, tender your shares physically or electronically and submit a request in writing that Swiftmerge redeem your Public Shares for cash to the Trustee, the transfer agent, at the following address:

Continental Stock Transfer & Trust Company, LLC

1 State Street, 30th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

and

deliver your Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the Extraordinary General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified bysplit and the fact that they do not relate strictly to historical or current facts. When used in this Proxy Statement, wordsnominee holding such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean thatUnits. Your nominee must also initiate electronically, using DTC’s DWAC system, a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors”withdrawal of the Company’s Annual Report on Form 10-K filed with the SEC on April 21, 2023, in this Proxy Statementrelevant Units and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this Proxy Statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking Statements” section.a

 

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deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $24,557,529 as of February 22, 2024. Prior to their exercising Redemption rights, Swiftmerge shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Swiftmerge, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, Swiftmerge will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of Swiftmerge’s warrants will expire worthless.

Your right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal does not affect the right of Swiftmerge shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and additional redemption right available to Swiftmerge shareholders.

Appraisal Rights

There are no appraisal rights available to Swiftmerge shareholders in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the NTA Requirement Amendment Proposal.

Proxy Solicitation Costs

Swiftmerge is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Swiftmerge has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. Swiftmerge and its directors, officers and employees may also solicit proxies on the Internet. Swiftmerge will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Swiftmerge will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Swiftmerge will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Swiftmerge shareholders. Directors, officers and employees of Swiftmerge who solicit proxies will not be paid any additional compensation for soliciting.

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Interests of the Initial Shareholders

In considering the recommendation of our Board to vote in favor of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are not approved , Swiftmerge will cease all operations except for the purpose of winding up, redeeming 100% of the issued and outstanding Swiftmerge Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 3,375,000 Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000, or $0.003 per share, prior to the IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $37,091,250 based upon the closing price of $10.99 per share on Nasdaq on February 22, 2024.

Simultaneously with the consummation of the IPO, including the partial exercise of the over-allotment option, Swiftmerge consummated the private sale of 9,350,000 private placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $9,350,000. Each private placement warrant is identical to the warrants included in the units sold in IPO. Such private placement warrants have an aggregate market value of approximately $140,250 based upon the closing per warrant price of $0.015 on Nasdaq on February 22, 2024. The private placement warrants, including the underlying Ordinary Shares, will become worthless if Swiftmerge does not consummate a business combination by March 15, 2024 (or June 17, 2025 if approved by Swiftmerge shareholders to amend the Amended and Restated Articles of Association, to such Extended Date).

If Swiftmerge is unable to complete an initial business combination within the required time period, the aggregate dollar amount of non-reimbursable funds (excluding any unpaid expenses incurred by the Sponsor) is $37,231,500, comprised of (a) $37,091,250 representing the market value of Founder Shares, and (b) $140,250 representing the market value of private placement warrants. Certain Swiftmerge directors and executive officers have indirect economic interests in the private placement warrants and in the Founder Shares.

The Sponsor has agreed not to redeem any Public Shares or Founder Shares, held by it in connection with a shareholder vote to approve an initial business combination.

The Sponsor and Swiftmerge’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Swiftmerge fails to complete an initial business combination by March 15, 2024 (or such later date that may be approved by Swiftmerge shareholders, such as the Extended Date).

Our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, in the future they may receive any cash fees, stock options or stock awards that a post-business combination Board determines to pay to its directors and officers if they continue as directors and officers following such initial business combination.

The continued indemnification of current directors and officers of Swiftmerge and the continuation of directors’ and officers’ liability insurance after a Business Combination.

Additionally, if the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are approved and Swiftmerge consummates an initial business combination, the officers and directors of Swiftmerge may have additional interests as described in the proxy statement/prospectus for such transaction.

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed filed with the SEC on April 21, 2023 and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the described events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our Annual Report on Form 10-K, our our Quarterly Reports on Form 10-Q and and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

We cannot assure you that the Extension will enable us to complete a business combination.

Approving the Extension Proposal involves a number of risks. Even if the Extension Proposal is approved, we cannot assure you that a business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Proposal is approved, we expect to seek shareholder approval of a business combination once definitive documentation is executed with a target business. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a business combination. Even if the Extension Proposal or a business combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

The SEC has recently adopted rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete an initial business combination and may constrain the circumstances under which we could complete a business combination. The need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account or cause us to liquidate at an earlier time than we might otherwise choose.

With respect to the regulation of special purpose acquisition companies (“SPACs”)s, on March 30, 2022, the SEC issued proposed rules, which were adopted in large part in final regulations on January 24, 2024 (the “SPAC Final Rules”), relating to, among other items, disclosures in SEC filings in connection with business combination transactions between SPACs, such as the Company, and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

If we were to be deemed to be an investment company for purposes of the Investment Company Act (as defined below), in which case we would be required to institute burdensome compliance requirements and our

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activities would be severely restricted. As a result, in such circumstances, unless we were able to modify our activities so that we would not be deemed an investment company, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, on or shortly prior to the 18-month anniversary of the effective date of the registration statement relating to our initial public offering, we will liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in cash. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount that our public shareholders would receive upon any redemption or liquidation of the Company.

On March 30, 2022,The SPAC Final Rules adopted on January 24, 2024 by the SEC, issued proposed rules (the “SPAC Rule Proposals”), relating to, among other things, circumstances inthe others, the extent to which special purpose acquisition companies (“SPACs”) such as usSPACs could potentially bebecome subject to regulation under the Investment Company Act. The SPAC Final Rules provide that whether a SPAC is an investment company subject to the Investment Company Act is based on particular facts and circumstances. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the regulations thereunder.merging with an investment company. The SPAC Final Rules will become effective 125 days after publication in the Federal Register. As of the date hereof, the SPAC Final Rules have not been published in the Federal Register yet.

Since the consummation of its IPO, the Company has deposited the proceeds of its IPO and sales of Private Placement Warrants in connection with the IPO (including proceeds of the full exercise of over-allotment options and the sales of Private Placement Warrants in connection with such exercise), net of certain expenses and working capital, into the Trust Account to invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule Proposals would provide a safe harbor for such companies from the definition of “investment company”2a-7 under Section 3(a)(1)(A) of the Investment Company Act provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a SPAC to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement relating to the SPAC’s initial public offering. Such SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement relating to its initial public offering.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the

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effective date of the registration statement relating to its initial public offering or that does not complete its initial business combination within 24 months after such date. We may not enter into a definitive business combination agreement within 18 months after the effective date of the registration statement relating to our initial public offering, and may not complete our initial business combination within 24 months of such date.which invest only in direct U.S. government treasury obligations. As a result, it is possible that a claim could be made that we would havethe Company has been operating as an unregistered investment company. If we werethe Company was deemed to be an investment company for purposes of the Investment Company Act, weit might be forced to abandon ourits efforts to complete an initial business combination and instead be required to liquidate. If we arethe Company is required to liquidate, ourits investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the Company’s securities following such a transaction, the Company’s warrants and rights would expire worthless and Ordinary Shares would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

If we are deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, unless the Company is able to modify its activities so that we would not be deemed an investment company under the Investment Company Act, we may abandon our efforts to consummate a business combination and instead liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares or investing in a successor operating business, including the potential appreciation in the value of our ordinaryunits, shares, warrants and warrantsrights following such a transaction, and our warrants and rights would expire worthless.

The funds in the Trust Account have, since our IPO, been held only in 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 in an open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), we may, at any time, or on or shortly prior to the 18-month or 24-month anniversary of the effective date of the registration statement relating to our initial public offering, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 18-month or 24-month anniversary of the effective date of the registration statement relating to our initial public offering, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securitiestreasury obligations or in money market funds invested exclusively in such securities, even prior to the 18-month anniversary, there is a greater risk that wethe Company may be considered an unregistered investment company, in which case wethe Company may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 18-month or 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.

We may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in the United States (“CFIUS”), and our failure to obtain any required approvals within the requisite time period may require us to liquidate.

CFIUS has authority to review direct or indirect investments by foreign persons in U.S. businesses, including assets with a nexus to U.S. interstate commerce and, in some cases, U.S. real estate without any underlying U.S. business. Significant CFIUS reform legislation and regulations, which became effective on February 13, 2020, among other things, expanded the scope of CFIUS’ jurisdiction to cover more types of

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transactions and empowered CFIUS to scrutinize more closely investments in U.S. assets. Under the CFIUS regulations, foreign investors may be required to make mandatory filings and pay filing fees related to such filings. Also, CFIUS has the authority to self-initiate national security reviews of foreign direct and indirect investments in U.S. businesses if the parties to that investment choose not to file voluntarily or at the request of CFIUS. If CFIUS determines an investment to be a threat to national security, CFIUS has the authority to impose limitations, conditions, or restrictions on, or prohibit investments subject to its jurisdiction. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign

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person always are subject to CFIUS jurisdiction. Certain investments that do not result in control of a U.S. business by a foreign person but afford foreign investors certain information or governance rights in a U.S. business involved in activities relating to “critical technologies,” “covered investment critical infrastructure” or “sensitive personal data” also are within the jurisdiction of CFIUS. The Company may also be subject to review by other U.S. government entities.

Our Sponsor is a Delaware limited partnership that is controlled by its general partner, a Delaware limited liability company, with its principal place of business in the U.S.; however, certain of the Sponsor’s principals are Canadian citizens. Given the significant discretion exercised by CFIUS to interpret its regulations, it is possible that CFIUS may view the Sponsor to be controlled by one or more foreign persons and thus deemed to be a “foreign person” for CFIUS purposes, resulting in CFIUS having jurisdiction over certain investments of the Sponsor. Should CFIUS reach such a conclusion, it is possible that a business combination with a U.S. business or foreign business with U.S. subsidiaries or operations that we may wish to pursue may be subject to CFIUS review or other regulatory review, depending on the Company’s ultimate share ownership following the business combination and other factors.

If a particular proposed business combination falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a filing on a voluntary basis, or we may determine to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to modify or delay our proposed business combination, impose conditions with respect to such business combination, request the President of the United States to order us to divest all or a portion of the U.S. target business of our business combination that we acquired without first obtaining CFIUS approval, or prohibit the business combination entirely. Accordingly, the pool of potential targets with which the proposed business combination can occur may be limited. These risks may delay or prevent us from pursuing our initial business combination with certain target companies that we believe would otherwise be attractive to us and our shareholders.

The process of government review or a decision to delay or prohibit the transaction, whether by CFIUS or otherwise, could be lengthy, and we have limited time to complete our business combination. If we are unable to consummate our business combination within the applicable time period required under the Company’s amended and restated memorandum and articles of association, we will be required to wind up, redeem and liquidate. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a business combination. In addition, our warrants would expire which would result in a loss to warrant holders.

The Extension Amendment contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in the Company’s securities or lead the Company to be delisted from Nasdaq.

21The Company is listed on the Nasdaq Capital Market. Nasdaq Listing Rule IM-5101-2 (the “Listing Rule”) requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the Company’s IPO registration statement was declared effective by the SEC on December 17, 2021, it is

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required to complete an initial business combination by December 17, 2024 pursuant to the Listing Rule (the “Nasdaq Deadline”). If the Extension Amendment is approved and the Board exercises its right to extend the life of the Company past December 17, 2024, such extension would extend the life of the Company past the Nasdaq Deadline. The Listing Rule also provides that failure to comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities. We cannot assure you that Nasdaq will not suspend or delist the Company’s securities in the event the Extension Amendment Proposal is approved and the Extension Amendment is implemented and the Company does not complete one or more business combinations by the Nasdaq Deadline. Upon receipt of any such delisting letter, the Company will have the option to appeal Nasdaq’s determination. To the extent that the Company receives a delisting letter, the Company intends to appeal the Nasdaq delisting in order to permit the continued listing of the Company on Nasdaq so that the Company can consummate an initial business combination by the Extended Date. We cannot assure you that any such appeal or hearing will be successful. In the event the Company is not successful in its appeal and is delisted from Nasdaq, the only established trading market for its securities would be eliminated and the Company would seek to have its securities quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

an inability to complete a business combination;

reduced liquidity for our securities;

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.

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BACKGROUND

We are a blank check company incorporated on February 3, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On December 17, 2021, we consummated the IPO 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 approximately $200 million. On January 18, 2022, the underwriter partially exercised its over-allotment option (the “Over-Allotment Option”), resulting in 2,500,000 additional units being sold at $10.00 per unit, generating gross proceeds of approximately $25 million. Simultaneously with the closing of the IPO, we consummated the private placement of 8,600,000 private placement warrants (each, a “Private Placement Warrant”), at a price of $1.00 per Private Placement Warrant with the Sponsor and the anchor investors (the “Anchor Investors”), generating gross proceeds of approximately $8.6 million. On January 18, 2022, following the underwriter’s exercise of the Over-Allotment Option, the Sponsor purchased from the Company an additional 750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants are identical to the warrants sold as part of the units in the IPO except that, so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us; (2) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Following the closing of the IPO, a total of $227,200,000, from the net proceeds of the sale of the units in the IPO and the private placement warrants was placed in the Trust Account. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of of the Investment Company Act of 1940, as determined by the Company. As of May 12, 2023, funds held in the Trust Account totaled approximately $234,159,260, and were held in a money market fund invested in U.S. treasury bills. However, to mitigate the risk of being viewed as operating as an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), we will, on or prior to the 24-month anniversary anniversary of the effective date of the registration statement relating to our initial public offering, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

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 an extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “2023 Meeting”). At the 2023 Meeting, the shareholders of the Company approved an amendment of the “Trust Agreement, by and between the Company and Continental Share Transfer & Trust Company, 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. At the 2023 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 from June 17, 2023 to March 15, 2024.

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In connection with the shareholders’ vote at the 2023 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 approximately $211,918,104.

Immediately following the approval of the proposals at the 2023 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. The Sponsor held Class A Ordinary Shares do not contain a redemption right. 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.

Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, direct or indirect ownership of founder shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extraordinary General Meeting — Interests of our Sponsor, Directors and Officers.”

On the record date of the Extraordinary General Meeting, there were 28,150,000 ordinary shares outstanding, of which 22,500,000 were public shares and 5,650,000 were founder shares. The founder sharesFounder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder ShareNTA Requirement Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, which holds 3,375,000 founder shares,Founder Shares, that it intends to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder ShareNTA Requirement Amendment Proposal and the Adjournment Proposal.

On the Record Date of for the Extraordinary General Meeting, there were 7,871,910 ordinary shares outstanding, of which 5,621,910 were Class A ordinary shares and 2,250,000 were Class B ordinary shares, including 3,375,000 Class A ordinary shares held by the Sponsor that were converted from Class B ordinary shares in June 2023 which have no redemption rights.

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Our principal executive offices are located at 3418 Forman Ave, Toluca Lake, California 91602 and our telephone number is +1 (424) 431-0030.

 

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PROPOSAL NO. 1 – THE EXTENSION AMENDMENT AND THE TRUST AMENDMENT PROPOSALSPROPOSAL

The Extension Amendment ProposalOverview

We areSwiftmerge is proposing to amend, ourby special resolution, its Articles of Association to extend the date by which we have toSwiftmerge must consummate a business combination to the Extended Date.Date so as to give Swiftmerge additional time to complete a Business Combination. The text of the proposed special resolution is set forth as the first resolution in Annex A to this proxy statement.

The approvalBoard believes that it is in the best interests of bothSwiftmerge shareholders that the Extension Amendment Proposalbe obtained so that Swiftmerge will have an additional amount of time, if needed, 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. Swiftmerge intends to hold a Business Combination Extraordinary General Meeting at a future date to approve a Business Combination.

Articles of Association

Swiftmerge believes that given Swiftmerge’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that Swiftmerge is in the Trust Amendment Proposal are essentialbest position possible to consummate a Business Combination and that it is in the implementationbest interests of our board’s planSwiftmerge shareholders that Swiftmerge obtain the Extension. Swiftmerge believes a Business Combination will provide significant benefits to extendits shareholders.

As contemplated by the date by which we must consummate our initial business combination. ApprovalArticles of Association, the holders of the Extension Amendment Proposal and the Trust Amendment Proposal are bothPublic Shares may elect to redeem all or a condition to the implementationportion of the Extension.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we have not consummated a business combination by June 17, 2023, we will: (1) cease all operations excepttheir Public Shares in exchange for the purposetheir pro rata portion of winding up; (2) 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 trustTrust Account if the Extension is implemented. However, unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if Swiftmerge will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account andany Redemptions. You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.

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 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 usSwiftmerge to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses)its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the then-outstanding public shares, whichPublic Shares on Nasdaq Capital Market on February 22, 2024 was $10.99 per share. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.07 less per share than if the Public Shares were sold in the open market. Swiftmerge cannot assure shareholders that they will completely extinguish public shareholders’ rightsbe able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders (including the rightwish to receive further liquidation distributions, if any); and (3) as promptly as reasonably possible followingsell their shares. Swiftmerge believes that such redemption subject to the approval of our remaining shareholders and our board, 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, theright enables its holders of our founder shares, including our Sponsor, willPublic Shares to determine whether to sustain their investments for an additional period if Swiftmerge does not receive any monies held incomplete a Business Combination on or before the Trust Account as a result of their ownership of the founder shares.Termination Date.

The purpose ofReasons for the Extension Amendment Proposal

Swiftmerge has determined that there will not be sufficient time before March 15, 2024 (its current termination date) to hold an Extraordinary General Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination.

The Articles of Association currently provide that Swiftmerge has until the Trust Amendment isTermination Date to allow us more time to enter into and complete an initial business combination, which our board believes is in combination. Swiftmerge and its officers and directors agreed that they would not seek to amend

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the best interestArticles of our shareholders. The Articles provide that we have until June 17, 2023Association to allow for a longer period of time to complete our initial business combination. While we are engaged in discussions with potential target businesses for our initiala business combination our board currentlyunless Swiftmerge provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. 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 weSwiftmerge will be able to negotiate and complete our initial business combinationa Business Combination before June 17, 2023.March 15, 2024. Accordingly, our boardBoard believes that in order for us to potentially consummate an initial business combination, we will need to obtain the Extension.

The full textExtension Amendment Proposal is essential to allowing Swiftmerge additional time to consummate a Business Combination. Approval of each of the Extension Amendment Proposal, and the associated amendments to the Articles of the Company is attached in Part 1 of Annex A to this Proxy Statement.

Trust Amendment Proposal

The purpose of the Trust Amendment is to amend the Trust Agreement to (i) extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination, from June 17, 2023 to March 15, 2024, (ii) allow the Company to maintain any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement). A copy of the proposed amendments to the Trust Agreement is attached to this Proxy Statement in Annex B.

Reasons for the Extension Amendment Proposal and the Trust Amendment Proposal

Our Articles provide that if our shareholders approve an amendment to our Articles that would affect the substance or timing of our obligation to redeem all of our public shares if we do not complete our initial business combination before June 17, 2023, we will provide our public shareholders with the opportunity to redeem all or

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a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We believe that this provision of the Articles was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Articles. In addition, approval of the TrustNTA Requirement Amendment Proposal, is a condition to the implementation of the ExtensionExtension. Unless the NTA Requirement Amendment Proposal.

In addition, the Company may, no later than the date thatProposal is 24 months following the effective date of its IPO, liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter maintain the funds in the Trust Account in cash items, which may include interest-bearing demand deposit accounts at banks. Interest on such deposit account is currently approximately 3% per annum, but such deposit account carries a variable rate and the Company cannot assure you that such rateapproved, Swiftmerge will not decreaseproceed with the Extension or increase significantly. Following such liquidation, the Company may receive minimal interest,Redemption if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receiveSwiftmerge will not have at least $5,000,001 of net tangible assets upon any redemption or liquidation of the Company.

Finally, on November 7, 2022, the underwriter of our IPO waived any entitlement to deferred underwriting fees in connection with our IPO. The Trust Amendment would reflect this by removing references to the Underwriter’s receipt and entitlement to such deferred commissions.

The purposeits consummation of the Extension, Amendment is to allow us more time to enterafter taking into and complete a business combination. The purpose of the Trust Amendment is to (i) extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination, from June 17, 2023 to March 15, 2024, (ii) allow the Company to maintainaccount any remaining amount in the Trust Account in an interest bearing demand deposit account at a bank and (iii) reflect the fact that the underwriter of the Company’s IPO agreed to waive its rights to the Deferred Discount (as defined in the Trust Agreement). While we are engaged in discussions with potential target businesses for our initial business combination, our board currentlyRedemptions.

Swiftmerge believes that it is improbablein the best interests of Swiftmerge shareholders that we will be able to negotiate and complete our initial business combination before June 17, 2023. Accordingly, our board believes thatSwiftmerge obtain the Extension in order for us to potentially consummate an initial business combination, wecomplete a Business Combination, which will needprovide significant benefits to obtain the Extension. In addition, approval ofits shareholders.

If the Extension Amendment Proposal is a condition to the implementation of the Trust Amendment Proposal. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination in the future and the right to redeem your public shares in connection with such initial business combination.

If Either the Extension Amendment Proposal or the Trust Amendment Proposal Is Not Approved

The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, neither amendment will be implemented unless our shareholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved, and we do not consummate our initial business combination by June 17, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1)Swiftmerge will (i) cease all operations except for the purpose of winding up; (2)(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, atPublic Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account,Trust Account, including any interest earned on the funds held in the trust account and not previously released to usTrust Account (net of interest that may be used to pay ourSwiftmerge’s taxes if any (less up to $100,000 of interest to paypayable and for dissolution expenses) divided, by (B) the total number of the then-outstanding public shares,then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholdersof the holders of Public Shares (including the right to receive further liquidationliquidating distributions, if any);, subject to applicable law; and (3)(iii) as promptly as reasonably possible following such redemption, subject to the approval of ourSwiftmerge’s remaining shareholders and our board,the Board in accordance with applicable law, dissolve and liquidate, and dissolve, subject in eachthe case of clauses (ii) and (iii) above to ourSwiftmerge’s obligations under Cayman Islands lawthe Companies Act to provide for claims of creditors and theother requirements of other applicable law.

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The initial shareholders have waived their rights to participate in any liquidation distribution with respect to the Founder Shares. There will be no redemption rights or liquidating distributionsdistribution from the Trust Account with respect to ourSwiftmerge’s warrants, which will expire worthless in the event of our winding up. InSwiftmerge dissolves and liquidates the event of a liquidation, the holders of our founder shares, including our Sponsor,Trust Account.

The Extension Amendment Proposal will not receive any monies held inbe effective if our shareholders do not approve the Trust Account as a result of their ownership of the founder shares.Agreement Amendment Proposal.

If the Extension Amendment Proposal and the Trust Amendment Proposal Areis Approved

Upon approval ofIf the Extension Amendment Proposal is approved, Swiftmerge intends to amend the amended and restated Articles of Association with the Trust Amendment Proposal byCayman Islands Registrar of Companies in the requisite numberform of votes, the amendments to our Articles that are set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Date. Swiftmerge will become effective. Wethen continue to attempt to consummate a business combination until the Extended Date. Swiftmerge will remain a reporting company under the Exchange Act and our units,its Units, Public Shares and public shares and warrants will remain publicly traded.traded during this time.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by Swiftmerge shareholders on a Business Combination will occur at a separate Business Combination Extraordinary General Meeting of Swiftmerge shareholders, to be held at a later date, and the solicitation of proxies from Swiftmerge shareholders in connection with such separate Business Combination Extraordinary

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General Meeting, and the related right of Swiftmerge shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the NTA Requirement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the Trust Amendment Proposal are approved andeffectiveness of the implementation of the Extension, is implemented, the removaleach public shareholder may seek to redeem its Public Shares for a pro rata portion of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount heldfunds available in the Trust Account, followingless any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the Election. We cannot predictshares.

However, unless the amount that will remain in the Trust Account if the ExtensionNTA Requirement Amendment Proposal and the Trust Amendment Proposal areis approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $234,159,260 that was in the Trust Account as of May 12, 2023. In such event, we may need to obtain additional funds to complete our initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved but we do not complete our initial business combination by the Extended Date (or, if such date is further extended at a duly called extraordinary general meeting, such later date), we will: (1) cease all operations except for the purpose of winding up; (2) 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.10 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

Notwithstanding the foregoing, weSwiftmerge will not proceed with the Extension or the Redemption if redemptions of our public shares would cause us toSwiftmerge does not have less thanat least $5,000,001 of net tangible assets following approvalupon its consummation of the Extension, Amendment Proposal and the Trust Amendment Proposal, and the consequences will be the same as if the Extension Amendment Proposal and the Trust Amendment Proposal were not approved, as described above.

Redemption Rights

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, each of our public shareholders may submit an election that, if the Extension is implemented, such public shareholder elects to redeem all or a portion of its 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, divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection withafter taking into account any proposed initial business combination or if we have not consummated our initial business combination by the Extended Date.

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TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON JUNE 8, 2023 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARES (AND/OR DELIVER YOUR SHARE CERTIFICATE(S) (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO TENDER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A STOCKHOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER, AND ADDRESS IN ORDER TO VALIDLY REDEEM ITS PUBLIC SHARES.Redemptions.

In order to exercise your redemption rights, you must:

if you hold Units, separate the underlying Public Shares and public warrants;

on or before March 11, 2024, at 5:00 p.m. New York Time, which two business days before the Extraordinary General Meeting, tender your ordinary shares (and/physically or deliverelectronically and submit a request in writing that Swiftmerge redeem your share certificate(s) (if any) and other redemption forms)Public Shares for redemption, you must elect eithercash to physically tender your share certificates to the Trustee, at the following address:

Continental Stock Transfer & Trust Company, our transfer agent, at Continental Stock Transfer & Trust Company, OneLLC

1 State Street, Plaza, 30th30th Floor

New York, New York,NY 10004

Attn: SPAC Redemption Team spacredemptions@continentalstock.com, or to tender your ordinary shares (and/or

Email: SPAC Redemption Team

and

deliver your share certificate(s) (if any) and other redemption forms)Public Shares either physically or electronically through DTC’s DWAC system to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. You should tender your ordinary shares in the manner described above prior to 5:00 p.m. Eastern Time on June 8, 2023 (twoat least two business days before the Extraordinary General Meeting).Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contactingPublic Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In ordertime to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and our transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that shareholderseffect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. We do not have any control over this process or over the brokers or DTC, andHowever, it may take longer than two weeks to obtain a physical share certificate. Such shareholdersweeks. Shareholders who hold their shares in street name will have less time to makecoordinate with their investment decision than those shareholders that tendering theirbank, broker or other nominee to have the shares through the DWAC system.certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Public Shareholders who request physical share certificates and wishseeking to redeem may be unable to meet the deadline for tendering their shares before exercisingexercise their redemption rights, and thus will be unablewhether they are record holders or hold their shares in “street name” are required to redeemeither tender their shares.

Certificates that have not been tenderedcertificates to the transfer agent prior to the date set forth in accordance with these proceduresthis proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, will not be redeemed for cash held inor to deliver their shares to the Trust Account ontransfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the redemption date. In the event that aunderlying Public Shares and public shareholder tenders its shares and decideswarrants prior to exercising redemption rights with respect to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender.Public Shares. If you tenderedhold Units registered in your ordinary shares (and/or delivered your share certificate(s) (if any) and other redemption forms)own name,

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you must deliver the certificate for redemption to our transfer agent and decide priorsuch Units to the vote at the Extraordinary General Meeting notTrustee, with written instructions to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may makeseparate such request by contacting our transfer agent at the address listed above. Any request for redemption, once made by a holder ofUnits into Public Shares and public ordinary shares, may notwarrants. This must be withdrawn once submitted to us unless our board determines (in its sole discretion)completed far enough in advance to permit the withdrawalmailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such redemption request (which they may do in whole or in part). In the event that a public shareholder tenders shares and the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, these shares will not be redeemed and the physical certificates representing these shares will be returnednominee to separate your Units. Your nominee must send written instructions by facsimile to the shareholder promptly following the

27


determination that the Extension Amendment Proposal and the Trust Amendment Proposal will not be approved. The transfer agent will hold the certificates of public shareholders that make the Election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided byTrustee. Such written instructions must include the number of then outstandingUnits to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public shares. Basedwarrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by Swiftmerge’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $24,557,529 as of May 12, 2023, which was approximately $234,159,260, we anticipate thatFebruary 22, 2024. Prior to their exercising redemption rights, Swiftmerge shareholders should verify the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.40 at the time of the Extraordinary General Meeting. The closingmarket price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public shares onmarket than from exercising their redemption rights if the Nasdaq on May 12, 2023,market price per share is higher than the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.36. We cannot assure shareholdersredemption price. There is no assurance that theyyou will be able to sell their sharesyour Public Shares in the open market, even if the market price per share is higherlower than the redemption price stated above, as there may not be sufficient liquidity in our securitiesthe Public Shares when such shareholdersyou wish to sell theiryour shares.

If you exercise your redemption rights, youyour Public Shares will cease to be exchanging your ordinary shares for cashoutstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no longer ownright to participate in, or have any interest in, the shares.future growth of Swiftmerge, if any. You will be entitled to receive cash for these sharesyour Public Shares only if you properly and timely demand redemption and tender your ordinary shares (and/or deliver your share certificate(s) (if any) and other redemption forms) to our transfer agent prior to the vote on the Extension Amendment Proposal at the Extraordinary General Meeting. We anticipate that a public shareholder who tenders ordinary shares (and/or deliver share certificate(s) (if any) and other redemption forms) for redemption in connection with the vote to approve the Extension Amendment Proposal and the Trust Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.redemption.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR

SHAREHOLDERS EXERCISING REDEMPTION RIGHTS

The following is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that make an Election if the Extension is implemented. Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying public share and one-half of one redeemable warrant. As a result, the discussion below with respect to holders of public shares and warrants should also apply to holders of units (as the deemed owners of the underlying public shares and warrants that constitute the units). This discussion applies only to public shares and warrants that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances or status, including:

the Sponsor or our directors and officers;

financial institutions or financial services entities;

broker-dealers;

taxpayers that are subject to the mark-to-market method of accounting;

tax-exempt entities;

S corporations;

governments or agencies or instrumentalities thereof;

insurance companies;

regulated investment companies or real estate investment trusts;

expatriates or former long-term residents of the United States;

persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

persons that acquired Class A Ordinary Shares pursuant to an exercise of employee share options or upon payout of a restricted stock unit, in connection with employee share incentive plans or otherwise as compensation or in connection with the performance of services;

persons that hold public shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or

persons whose functional currency is not the U.S. dollar.

This discussion is based on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local taxation or non-U.S. taxation.

We have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be no assurance that the IRSSwiftmerge will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or any entity or arrangement so characterized for

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U.S. federal income tax purposes) holds public shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any public shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of an Election to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY, IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE EXERCISE OF REDEMPTION RIGHTS, AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

As used herein, a “U.S. Holder” is a beneficial owner of public shares who or that is, for U.S. federal income tax purposes:

1.

an individual citizen or resident of the United States,

2.

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia,

3.

an estate whose income is subject to U.S. federal income tax regardless of its source, or

4.

a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person.

Redemption of Public Shares

In addition to the passive foreign investment company (“PFIC”) considerations discussed below under “— PFIC Considerations,” the U.S. federal income tax consequences of the redemption of a U.S. Holder’s public shares pursuant to an Election will depend on whether the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.

If the redemption qualifies as a sale of public shares, a U.S. Holder will be treated as described below under the section entitled “— U.S. HoldersGain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.” If the redemption does not qualify as a sale of public shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under the section entitled “— U.S. HoldersTaxation of Distributions.”

The redemption of public shares will generally qualify as a sale of the public shares that are redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only public shares actually owned by such U.S. Holder, but also public shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to public shares owned directly, public shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any public shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the warrants.

The redemption of public shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of the respective entity’s outstanding voting shares that such U.S.

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Holder actually or constructively owns immediately after the redemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption. Prior toconsummate an initial business combination on or before the public shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of such U.S. Holder’s interest if either (i) all of the public shares actually or constructively owned by such U.S. Holder are redeemed or (ii) all of the public shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of public shares owned by certain family members and such U.S. Holder does not constructively own any other public shares. The redemption of public shares will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests are satisfied, then the redemption of public shares will be treated as a distribution to the redeemed holder and the tax effects to such U.S. holder will be as described below under the section entitled “— Taxation of Distributions.” After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to such holder’s adjusted tax basis in its remaining stock, or, if it has none, to such holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

U.S. Holders should consult their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.

Taxation of Distributions

Subject to the PFIC rules discussed below under “— PFIC Considerations,”Termination Date, so if the redemption of a U.S. Holder’s public shares is treated as a distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations.

With respect to non-corporate U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) public shares are readily tradable on an established securities market in the United States or (ii) public shares are eligible for the benefits of an applicable income tax treaty, in each case, provided that the Company is not treated as a PFIC in the taxable year in which the dividend was paid or in any previous year and certain holding period and other requirements are met. Because we believe it is likely that we were a PFIC for our prior taxable year ended December 31, 2022, it is likely that the lower applicable long-term capital gains rate would not apply to any redemption proceeds treated as a distribution. Moreover, it is unclear whether redemption rights with respect to the public shares may prevent the holding period of such shares from commencing prior to the termination of such rights. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for any redemption treated as a dividend with respect to public shares.

Distributions in excess of current and accumulated earnings and profits will generally constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our public shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the public shares and will be treated as described below under the section entitled “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.”

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Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares

Subject to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s public shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the public shares redeemed.

Under tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the public shares exceeds one year. However, it is unclear whether the redemption rights with respect to the public shares described in this proxy statement may prevent the holding period of the public shares from commencing prior to the termination of such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different blocks of public shares (public shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

PFIC Considerations

A foreign corporation will be a PFIC for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.

We believe it is likely that we were a PFIC for our prior taxable year ended December 31, 2021 and our prior taxable year ended December 31, 2022. Our PFIC status for our current taxable year beginning January 1, 2023, however, depends in part on whether we complete a business combination prior to the end of such year, as well as the timing and specifics of any such business combination. Because these and other facts on which any determination of PFIC status are based may not be known until the close of our current taxable year, there can be no assurances with respect to our PFIC status for such year. Even if we are not a PFIC for our current taxable year, a determination that we were a PFIC for any prior taxable year will continue to apply to any U.S. Holders who held our securities during such prior taxable years, absent certain elections described below. Further, we believe it is likely that we will be a PFIC for our taxable year beginning January 1, 2023, unless a business combination is completed prior to the end of such year, subject to the timing and structure of such business combination.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in a U.S. Holder’s holding period for public shares and the U.S. Holder did not make a timely and effective “qualified electing fund” election for each of our taxable years as a PFIC in which the U.S. Holder held (or was deemed to hold) public shares (a “QEF Election”), a QEF Election along with a purging election, or a “mark-to-market” election, then such U.S. Holder will generally be subject to special and adverse rules (the “Default PFIC Regime”) with respect to:

any gain recognized by the U.S. Holder on the sale or other disposition of its public shares; and

any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of its public shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such public shares).

Under the Default PFIC Regime:

the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its public shares;

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the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are a PFIC, will be taxed as ordinary income;

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to such U.S. Holder’s other items of income and loss for such taxable year; and

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder.

THE PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING OR HAVING MADE ANY SUCH ELECTION AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

THE FOUNDER SHARE AMENDMENT PROPOSAL

Overview

The Company is proposing to amend its Articles to allow the Company to convert the Founder Shares to Class A Ordinary Shares on a one-for-one basis at any point prior to a business combination at the option of the holder, but only when the holders have waived any right to receive funds from the Trust Account.

The Company believes that given its expenditure of time, effort and money on completing a business combination, circumstances warrant providing public shareholders an opportunity to consider a business combination.

Upon conversion of the Founder Shares to Class A Ordinary Shares, such Class A Ordinary Shares converted from Founder Shares would have been entitled to receive funds from the Trust Account through redemptions or otherwise, except that such holders of Founder Shares have agreed not to be entitled to funds from the Trust Account pursuant to obligations set forth in the letter agreement. Under the Founder Share Amendment Proposal, the Founder Shares will be able to be converted into Class A Ordinary Shares by holders at any time, but will have waived any right to receive funds from the Trust Account.

Additionally, the Class A Ordinary Shares converted from Founder Shares will continue to be subject to all of the restrictions applicable to Founder Shares, including the holders agreement not to transfer, assign or sell any of their Founder Shares until the earliest of (x) with respect to one-half of such shares, until consummation of our initial business combination, (y) with respect to one-fourth of such shares, until the closing price of our 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 our initial business combination (the “Requisite Trading Period”) and (z) with respect to one-fourth of such shares, until the closing price of our 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.

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A copy of the proposed amendment to the Articles of the Company is attached to this Proxy Statement as Part 2 of Annex A.

Reasons for the Founder Share Amendment Proposal

The Company’s Articles provides that the Class B Ordinary Shares automatically convert to Class A Ordinary Shares on a one-for-one basis automatically on the day of the consummation of a business combination. The purpose of the Founder Share Amendment is to allow to the Founder Shares to be converted on a 1:1 basis by the holder at any point in time prior to a business combination, but only when the holders have waived any right to receive funds from the Trust Account. In connection with the Extension Proposal, this additional Founder Share proposal will give the Company further flexibility to meet NASDAQ continued listing requirements following the Extension.

If the Founder Share Amendment Proposal Is Not Approved

If the Founder Share Amendment Proposal is not approved, weSwiftmerge will not amend our Articlesbe required to convert Class B Ordinary Sharesdissolve and liquidate the trust account by returning the then remaining funds in such account to Class A Ordinary Shares. If the Founder Share Amendment Proposal is not approved, we believe it will make it more difficult for us to be able to consummate a business combination.

If the Founder Share Amendment Proposal Is Approved

If the Founder Share Amendment Proposal is approved, the Articles be amended accordingly as set forth in Part 2 of Annex A hereto to allow conversion of Class B Ordinary Shares to Class A Ordinary Shares on a one-to-one basis prior to a business combination at the option of the holder.

You are not being asked to vote on a business combination at this time. If the Founder Share Amendment is implemented, provided that you are a shareholder on the record date for a meeting to consider the business combination, you will retain the right to vote on a business combination when, and if, one is submitted topublic shareholders and youall of Swiftmerge’s warrants will have theexpire worthless.

Your right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed. You will also be entitled to receive your share of the funds in the Trust Account if we have not consummated a business combination by the appropriate date.

Required Vote

The affirmative vote of the holders of at least two-thirds of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon and who vote atconnection with the Extraordinary General Meeting is requiredrelating to approve the Founder Share Amendment Proposal. If you do not vote, you abstain from voting or you fail to instruct your broker or other nominee as to the voting of shares you beneficially own, your action will have the same effect as a vote “AGAINST” the Proposal.

If you do not want the Founder Share Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Founder Share Amendment Proposal.

The full text of the Founder Share Amendment Proposal, and the associated amendments to the Articles of the Company is attached in Part 2 of Annex A to this Proxy Statement.

Recommendation of the Board

After careful consideration of all relevant factors, our Board has determined that the Founder Share Amendment is in the best interests of the Company and its shareholders. Our Board has approved and declared advisable adoption of the Founder Share Amendment Proposal.

Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Founder Share Amendment Proposal.

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THE EXTRAORDINARY GENERAL MEETING

Date, Time and Place. The Extraordinary General Meeting will be held at 3:00 p.m. Eastern Time on June 12, 2023 at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, NY 10154 and virtually via live webcast at June 12, 2023, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Loeb & Loeb LLP. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to vote at the Extraordinary General Meeting and submit your questions relevant to the business to be conducted at the Extraordinary General Meeting during the Extraordinary General Meeting by visiting www.cstproxy.com/swiftmergeacquisition/2023 and entering the 12 digit control number included on your proxy card, or by phone by dialing 1-800-450-7155 within the U.S. and Canada or 1-857-999-9155 outside of the U.S. and Canada, and entering Participant Passcode 6354710#. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals.

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the ordinary shares at the close of business on May 12, 2023, the record date for the Extraordinary General Meeting. You will have one vote per proposal for each share of ordinary shares you owned at that time. The Company warrants do not carry voting rights.

Votes Required. The approval of each of the Extension Amendment Proposal does not affect the right of Swiftmerge shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and Founder Shareadditional redemption right available to Swiftmerge shareholders. Shareholders of Swiftmerge seeking to exercise their redemption rights in connection with a Business Combination should follow the instructions for the exercise of such rights set forth in the proxy statement/prospectus relating to a Business Combination Extraordinary General Meeting.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under the laws of the Cayman Islands, law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) majority of such holders of the then issued and outstanding ordinary shares who,Public Shares and Founder Shares, as, being present and entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares. The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions andabstentions from voting or broker non-votes while considered present forwill have no effect on the purposesoutcome of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.

On the record date of the Extraordinary General Meeting, there were 28,150,000 ordinary shares outstanding, of which 22,500,000 were public shares and 5,650,000 were founder shares. The founder shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor, that which holds 3,375,000 founder shares, that it intends to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

If you do not want the Extension Amendment Proposal or Founder Share Amendment Proposal to be approved, you must vote “AGAINST” the proposals. If you do not want the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” the proposals. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if you vote against, abstain or do notany vote on the Extension Amendment Proposal, the Trust Amendment Proposal or the Founder Share Amendment Proposal.

Broker non-votes, abstentions or the failure to vote on the Trust Amendment Proposal will have the same effect as votes “AGAINST” the Trust Amendment Proposal. Broker “non-votes” and abstentions will have no effect with respect to the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal or the Adjournment Proposal.

Proxies;Our Board Solicitation; Proxy Solicitor. Your proxy is being solicited on behalf of our board on the proposals to approve the Extension Amendment Proposal and the Trust Amendment Proposal being presented to shareholders at the Extraordinary General Meeting. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to

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redeem your shares. Proxies may be solicited in person, by telephone or other means of communication. If you grant a proxy, you may still revoke your proxy and vote your shares in person (including by virtual means as provided herein) at the Extraordinary General Meeting. If you have any questions you may contact Morrow Sodali at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

IVCP@info.morrowsodali.com

Required Vote

The approval of each of the Extension Amendment Proposal and Founder Share Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension Amendment Proposal. The approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 65% of our issued and outstanding ordinary shares. Approval of the Extension Amendment Proposal is a condition to the implementation of the Trust Amendment Proposal. The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we do not consummate our initial business combination by June 17, 2023, as contemplated by our IPO prospectus and in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) 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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.10 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the holders of our founder shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

The approval of both the Extension Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement either amendmentthe Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the TrustNTA

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Requirement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Additionally, we

Resolution

The full text of the proposed special resolution to be put to shareholders to consider and vote upon at the Extraordinary General Meeting in relation to the Extension Amendment Proposal and the associated amendments to the Amended and Restated Memorandum and Articles of Association of the Company is set forth as the first resolution in Annex A to this proxy statement

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT SWIFTMERGE SHAREHOLDERS VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL.

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PROPOSAL NO. 2—THE TRUST AGREEMENT AMENDMENT

Overview

The proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”), dated as of December 17, 2021 and as amended on June 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date (the “Trust Agreement Amendment”). A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment

The purpose of the Trust Agreement Amendment is to extend the Termination Date from March 15, 2024 to June 17, 2025, the Extended Date.

The Articles of Association and Trust Agreement currently provide that the Company has until March 15, 2024 (i.e., 27 months after the consummation of the IPO) to consummate a Business Combination (the “Termination Date”). The only way to extend the Termination Date after March 15, 2024 is with a separate shareholder vote under the Articles of Association and the Trust Agreement at an extraordinary general meeting.

Swiftmerge has determined that there will not be sufficient time before March 15, 2024 (its current termination date) to hold an Extraordinary General Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination.

The Trust Agreement Amendment Proposal is essential to allowing Swiftmerge additional time to consummate a Business Combination. Approval of each of the Extension Amendment Proposal, the NTA Requirement Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.

Unless the NTA Requirement Amendment Proposal is approved, Swiftmerge will not proceed with the Extension or the Redemption if redemptions of our public shares would cause us toSwiftmerge does not have less thanat least $5,000,001 of net tangible assets following approvalupon its consummation of the Extension, after taking into account any Redemptions.

If the Trust Agreement Amendment Is Not Approved

If the Trust Agreement Amendment is not approved, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the holders of Public Shares and our warrants to purchase Class A Ordinary Shares will expire worthless.

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their Founder Shares and the Class A Ordinary Shares underlying the private placement warrants. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, except to the extent provided under the Trust Agreement.

The Trust Agreement Amendment Proposal will not be effective if our shareholders do not approve the Extension Amendment Proposal and the TrustNTA Requirement Amendment Proposal.

In addition, subject to applicable securities laws (including with respect to material nonpublic information),If the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate anTrust Agreement Amendment Is Approved

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intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process; (b) would represent in writing that such public shares will not be voted in favor of approvingIf the Extension Amendment, Proposal;the Trust Agreement Amendment and (c) would waive in writing any redemption rights with respectthe NTA Requirement Amendment Proposal are approved, the amendment to the public shares so purchased.

ToTrust Agreement in the extent any such purchases by the Sponsor, the Company’s directors, officers, advisors or anyform of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form 8-K prior to the Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Amendment ProposalAnnex B hereto will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares;executed and (v) the number of ordinary shares for which the Company has received redemption requests pursuant to its redemption offer. None of the funds in the Trust Account will not be used to purchase public shares in such transactions.

The purpose of such share purchases and other transactions would be to increase the likelihood that the resolutions to be putdisbursed except to the extent any Redemptions are made in connection with this Extraordinary General Meeting, are approvedin connection with our completion of a Business Combination or in

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connection with our liquidation if we do not complete an initial business combination by the requisite number of votes.

If such transactions are effected,applicable termination date. The Company will then continue to attempt to consummate a business combination until the consequence couldapplicable termination date or until the Board determines in its sole discretion that it will not be able to cause the Extension Amendment and Trust Amendment to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with the Securities and Exchange Commission (the “SEC”) guidance, purchases of sharesconsummate an initial business combination by the personsapplicable termination date as described above wouldbelow and does not be permittedwish to be voted forseek an additional extension.

Required Vote

Subject to the Extension Amendment and Trust Amendmentforegoing, the affirmative vote of at the Extraordinary General Meeting and could decrease the chances that the Extension Amendment and Trust Amendment would be approved. In addition, if such purchases are made, the public “float”least sixty-five percent (65%) of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Company hereby represents that any Company securities purchased by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates in situations in whichissued and outstanding ordinary shares, including the tender offer rules restrictions on purchases would apply wouldFounder Shares, will be required to approve the Trust Agreement Amendment Proposal. Our Board will abandon and not be voted in favor of approvingimplement the Trust Agreement Amendment Proposal unless our shareholders approve the Extension Amendment Proposal and the TrustNTA Requirement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, none of the proposals will take effect.

Our Sponsor, directors, officers, advisors and their affiliates willResolution

The resolution to be restricted from making any such purchases when they are in possession of any material non-public information not disclosedput to the seller or during a restricted period under Regulation M undershareholders to consider and to vote upon at the Exchange Act.Extraordinary General Meeting in relation to Trust Agreement Amendment Proposal is as follows:

InterestsRESOLVED, AS A SPECIAL RESOLUTION, THAT subject to and conditional upon: (a) the effectiveness of our Sponsor, Directorsthe special resolution to amend the Amended and Officers

When you considerRestated Articles of Association of the recommendation of our board, you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in additionCompany with respect to your interests as a shareholder. These interests include, among other things, the interests listed below:

If we do not consummate our initial business combination transaction by June 17, 2023, which is 18 months from the closing of our IPO, or by the Extended Date if the Extension Amendment Proposalas set forth in Annex A; and (b) the effectiveness of the special resolution to amend the Amended and Restated Articles of Association of the Company with respect to the NTA Requirement Amendment as set forth in Annex A; the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to extend the date by which the Company has to complete a business combination from March 15, 2024 to June 17, 2025.”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT SWIFTMERGE SHAREHOLDERS VOTE “FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL.

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PROPOSAL NO. 3: THE NTA REQUIREMENT AMENDMENT

Overview

This is a proposal to amend, by special resolution, the Articles of Association to expand the methods that Swiftmerge may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission by removing the net tangible asset requirement therein.

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 Company’s securities and the TrustCompany would not be able to rely on being listed on Nasdaq for purposes of not being deemed a penny stockissuer. (See “Risk Factors” at page 23).

All shareholders are encouraged to read the proposed NTA Requirement Amendment Proposal are approved by the requisite number of votes (or, if such date is further extended atin its entirety for a duly called extraordinary general meeting, such later date), we would: (1) cease all operations except for the purpose of winding up; (2) 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

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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 (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, 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. In such event, the founder shares, including the founder shares owned by our Sponsor, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete our initial business combination within the required period.

In addition, simultaneously with the closing of our IPO and the underwriter’s exercisecomplete description of its Over-Allotment Option, we consummated the sale of 8,600,000 and 750,000 private placement warrants, respectively, at a price of $1.00 per warrant in a private placement to our Sponsor.terms. The warrants are each exercisable for one ordinary share at $11.50 per share. If we do not consummate our initial business combination by June 17, 2023, or by the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite number of votes (or, if such date is further extended at a duly called extraordinary general meeting, such later date) then the proceeds from the saletext of the private placement warrants will be partproposed special resolution is set forth as the second resolution in Annex A to this proxy statement.

The NTA Requirement

Article 49.2 of the liquidating distributionArticles of Association currently provides the following:

“Prior to the public shareholders and the warrants held by our Sponsor and the Anchor Investors will be worthless.

Our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. Asa Business Combination, the Company shall either:

(a) submit such in the future they will receive any cash fees, stock options or stock awards that a post-business combination board of directors determines to payBusiness Combination to its directors and officers if they continue as directors and officers following such initial business combination.

In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors)Members for services renderedapproval; or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.

Our initial shareholders have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to(b) provide holders of our Class A Ordinary Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or by the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite number of votes , or (B) with respect to any other provision relating to the rights of holders of our Class A Ordinary Shares.

The Board’s Reasons for the Extension Amendment Proposal and the Trust Amendment Proposals and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our board has determined that the Extension Amendment and Trust Amendment are in the best interests of the Company and its shareholders. Our board has approved and declared advisable adoption of the Extension Amendment Proposal and the Trust Amendment Proposal, and recommends that you vote “FOR” such proposals.

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Our Articles provide that we have until June 17, 2023 to complete our initial business combination under its terms. Our Articles provide that if our shareholders approve an amendment to our Articles that would affect the substance or timing of our obligation to redeem all of our public shares if we do not complete our initial business combination before June 17, 2023, we will provide our public shareholdersMembers with the opportunity to redeem all orhave their Shares repurchased by means of a portion of their ordinary shares upon such approval attender offer for a per-shareper-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding public shares. We believeissued Public Shares, provided that this provisionthe Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”

The Company is proposing that Article 49.2 (b) be amended by the deletion of the words: “providedthattheCompanyshallnotrepurchase PublicSharesinanamountthatwouldcausetheCompany’snettangibleassetstobelessthan US$5,000,001 followingsuch repurchases.

Article 49.4 of the Articles was includedof Association currently provides the following:

“At a general meeting called for the purposes of approving a Business Combination pursuant to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combinationthis Article, in the timeframe contemplatedevent that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.”

The Company is proposing that Article 49.4 be amended by the Articles. In addition, approvaldeletion of the Trust Amendment Proposalwords: “providedthattheCompanyshallnotconsummatesuch BusinessCombinationunlesstheCompanyhasnettangibleassetsofatleastUS$5,000,001 immediatelyprior to, or upon such consummation of, or any greater net tangibleasset or cash requirementthatmaybecontainedintheagreementrelatingto,suchBusinessCombination”.

Articles 49.5 of the Articles of Association currently provides the following:

“Any Member holding Public Shares who is not the Sponsor, a conditionFounder, Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited

34


partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the implementation of the Extension Amendment Proposal.

We believe that it isCompany in the best interests of our shareholders to extend the date that we have to consummate a business combination to the Extended Dateconnection with any redemption election in order to allow usvalidly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to enter intothe aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”

The Company is proposing that Article 49.5 be amended by the deletion of the words: “ The Company shall not redeem Public Shares thatwouldcausetheCompany’snettangibleassetstobelessthanUS$5,000,001followingsuch redemptions(the“RedemptionLimitation”).”

The purpose of these Articles was to ensure that, in connection with its initial business combination, Swiftmerge would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”).

Swiftmerge is proposing to amend its Articles of Association to remove the NTA Requirement in order to expand the methods that Swiftmerge may employ to not become subject to the “penny stock” rules. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and Swiftmerge believes that it may rely on another exclusion, which relates to it being listed on The Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, so long as the Company is not delisted from The Nasdaq Stock Market, Swiftmerge intends to rely on the Exchange Rule to not be deemed a penny stock issuer.

Rule 419 blank check companies and “penny stock” issuers

As disclosed in Swiftmerge’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination our shareholderswith a target business that had not been selected at the time of the IPO, Swiftmerge may be deemed to then evaluatebe a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically, SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. Like many SPACs, Swiftmerge included Article 37.5(c) in its Articles of Association in order to ensure that through the consummation of its initial business combination Swiftmerge would not be considered a penny stock issuer and therefore not a blank check company if no other exemption from the rule was available.

Reliance on Rule 3a51-1(a)(2).

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for usregistration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria set forth in the Exchange

35


Rule. Swiftmerge’s securities are listed on The Nasdaq Capital Market and have been so listed since the consummation of the IPO. Swiftmerge believes that The Nasdaq Capital Market has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on the Exchange Rule to avoid being treated as a penny stock. Therefore, the NTA Requirement is unnecessary so long as Swiftmerge meets the requirements of the Exchange Rule. and is not in violation of Nasdaq Listing Rule IM-5101-2, which would cause Nasdaq to suspend or delist the Company’s securities and the Company would not be able to potentiallyrely on being listed on Nasdaq for purposes of not being deemed a “penny stock” issuer. (See “Risk Factors” at page 23).

Reasons for the Proposed NTA Requirement Amendment

Swiftmerge believes that it can rely on other available exclusions from the penny stock rules, more specifically, the Exchange Rule, that would not impose restrictions on Swiftmerge’s net tangible assets. While Swiftmerge does not believe this failure to satisfy the NTA Requirementsubjects it to the SEC’s penny stock rules, as the NTA Requirement is included in its Articles of Association, if the NTA Requirement Amendment Proposal is not approved, Swiftmerge may not be able to consummate theits initial business combination. In addition,Additionally, even if the NTA Requirement Amendment is approved, 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 and subject to delisting from Nasdaq.

Vote Required for Approval

The approval of the ExtensionNTA Requirement Amendment Proposal isrequires a condition tospecial resolution under the implementationlaws of the Trust Amendment Proposal.

After careful consideration of all relevant factors, our board determined that the Extension Amendment and the Trust Amendment are in the best interests of the Company and its shareholders.

Board Reasons for the Founder Share Amendment Proposal

The Company’s Articles provides that the Class B Ordinary Shares automatically convert to Class A Ordinary Shares on a one-for-one basis automatically on the day of the consummation of a business combination. The purpose of the Founder Share Amendment is to allow to the Founder Shares to be converted on a 1:1 basis by the holder at any point in time prior to the business combination, provided that the holders have waived any right to receive funds from the Trust Account. In connection with the Extension Proposal, this additional proposal will give the Company further flexibility to meet NASDAQ continued listing requirements following the Extension.

The Company’s Articles provide thatCayman Islands, being the affirmative vote of a two-thirds (2/3) majority of the votes cast by the holders of at least two-thirds of the Ordinaryissued and outstanding Public Shares representedand Founder Shares, present in person or represented by proxy and entitled to vote thereon and who vote at the Special Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, is required to amendabstentions from voting or broker non-votes will have no effect on the Charter Articles.outcome of any vote on the Extension Proposal.

Resolutions to be Voted UponResolution

The full text of the proposed special resolution to be proposedput to shareholders to consider and vote upon at the Extraordinary General Meeting in connection with the Extension Amendment Proposal is as set out in Part 1 of Annex A.

The full text of the resolution to be proposed in connection with the Trust Amendment Proposal is as follows:

“RESOLVED, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, that the Company is authorized to enter into the Amendment No. 1relation to the Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, in the form set forth in Annex B to this Proxy Statement.”

The full text of the resolution to be proposed in connection with the Founder Share Amendment Proposal is as set out in Part 2 of Annex A.

Our Board unanimously recommends that our shareholders vote “FOR” the approval of the Extension Amendment Proposal, the TrustNTA Requirement Amendment Proposal and the Founder Shareassociated amendments to the Amended and Restated Memorandum and Articles of Association of the Company is set forth as the second resolution in Annex A to this proxy statement.

Recommendation

The Company’s board of directors recommends that you vote “FOR” the NTA Requirement Amendment Proposal.

 

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PROPOSAL NO. 4 – THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow our boardthe Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to ourSwiftmerge shareholders in the event, thatbased on the tabulated votes, there are insufficientnot sufficient votes for, or otherwise in connection with,at the approvaltime of the Extraordinary General Meeting to approve the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal, and the NTA Requirement Amendment Proposal. In no event will our board adjourn the Extraordinary General Meeting for more than 30 days.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by ourSwiftmerge shareholders, our boardthe Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event, thatbased on the tabulated votes, there are insufficientnot sufficient votes for, or otherwise in connection with,at the approvaltime of the Extraordinary General Meeting to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the TrustNTA Requirement Amendment Proposal.

ResolutionVote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution, which is the affirmative vote of a simple majority of the votes cast by the holders of Public Shares and the Founder Shares, present in person or represented by proxy and entitled to be Voted Uponvote thereon and who vote at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.

Resolution

The full text of the resolution to be proposedput to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Adjournment Proposal is as follows:

“RESOLVED, as an ordinary resolution that, the adjournment of the general meetingExtraordinary General Meeting to a later date or dates to permit further solicitation of proxies to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxiesExtraordinary General Meeting be confirmed, ratifiedadopted, approved and approvedratified in all respects.”

Vote Required for approval

The Adjournment Proposal must be approved as an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.

Recommendation of the Board

If presented, our board unanimously recommends that our shareholders voteTHE BOARD UNANIMOUSLY RECOMMENDS THAT SWIFTMERGE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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BUSINESS OF SWIFTMERGE AND CERTAIN INFORMATION ABOUT SWIFTMERGE

General

Swiftmerge is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the approvalpurpose 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 Adjournment Proposal.risks associated with early stage and emerging growth companies.

 

4038


BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the ordinary sharesSwiftmerge’s Public Shares and Founder Shares as of May 12, 2023,February 26, 2024 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the ordinary shares,Swiftmerge’ Public Shares and Founder Shares, by:

 

each person known by usSwiftmerge to be the beneficial owner of more than 5% of our ordinary shares;Swiftmerge’s issued and outstanding Public Shares or Founder Shares;

 

each of ourSwiftmerge’ executive officers and directors;directors that beneficially owns shares of Swiftmerge’s Public Shares or Founder Shares; and

 

all ourof Swiftmerge’s executive officers and directors as a group.

In the table below, percentageBeneficial ownership is based on 22,500,000determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

On the record date of the Extraordinary General Meeting, there were 7,871,910 ordinary shares outstanding, of which 5,621,910 were Class A ordinary shares, including 3,750,000 Founder Shares held by our Sponsor, and 2,250,000 were Class B ordinary shares. The Class A Ordinary Shares (which includestogether with the Class AB Ordinary Shares that are underlyingalso referred to as the units)Ordinary Shares.

Voting power represents the combined voting power of the Public Shares or Founder Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Public Shares and 5,625,000 Class B ordinary shares outstandingFounder Shares vote together as of May 12, 2023. a single class.

Unless otherwise indicated, we believeSwiftmerge believes that all persons named in the table have sole voting and investment power with respect to all ordinary sharesOrdinary Shares or Founder Shares beneficially owned by them. The table below does not include the Class A Ordinary Shares underlying the private placement warrants held by our Sponsor or Anchor Investors because these securities are not exercisable within 60 days of May 12, 2023. Additionally, the table below does not include any Class B ordinary shares held by the Anchor Investors.

 

Name of Beneficial Owners(1)

 Class B ordinary shares  Class A Ordinary Shares  Approximate
Percentage of
Voting Control
 
 Number of
Shares
Beneficially
Owned(2)
  Approximate
Percentage
of Class
  Number of
Shares
Beneficially
Owned
  Approximate
Percentage
of Class
 

Swiftmerge Holdings, LP
(our Sponsor)(3)

  3,375,000   60  —     —    12

John “Sam” Bremner(4)

  —     —    —     —    —  

George Jones(4)

  —     —    —     —    —  

Aston Loch(4)

  —     —    —     —    —  

Christopher J. Munyan(4)

  —     —    —     —    —  

General (Ret.) Wesley K. Clark(4)

  —     —    —     —    —  

Brett Conrad(4)

  —     —    —     —    —  

Dr. Leonard Makowka(4)

  —     —    —     —    —  

Dr. Courtney Lyder(4)

  —     —    —     —    —  

Sarah Boatman(4)

  —     —    —     —    —  

All officers and directors as a group (nine individuals)

  3,375,000   60  —       12

Farallon Capital Partners, L.P.(6)

  —     —    1,980,000   8.8  7.8

Polar Asset Management Partners Inc.(8)

  —     —    1,980,000   8.8  7.0

Sandia Investment Management L.P.(9)

  —     —    1,954,710   8.7  7.0

Antara Capital LP(10)

  —     —    1,968,107   8.7  7.0

Millennium Group Management LLC(11)

  —     —    1,911,069   8.5  6.8

CaaS Capital Management LP(11)

  —     —    1,877,200   8.3  6.7

Highbridge Capital Management, LLC(12)

  —     —    1,519,847   6.8  5.4

Shaolin Capital Management LLC(7)

  —     —    1,212,512   5.4  4.3

Name of Beneficial Owner(1)

  Number of
Shares
Beneficially
Owned(2)
   Approximate
Percentage of
Outstanding
Ordinary
Shares(8)
 

Swiftmerge Holdings, LLC (2)

   3,375,000    42.9

John “Sam” Bremner (3)

   —     *

George Jones (3)

   —     *

Aston Loch (3)

   —     *

Christopher J. Munyan (4)

   —     *

General (Ret.) Wesley K Clark (3)

   —     *

Dr. Leonard Makowka (3)

   —     * 

Dr. Courtney Lyder (3)

   —     * 

Sarah Boatman (3)

   —     * 

All executive officers and directors as a group (eight individuals)

   3,375,000    42.9

Farallon Capital Partners (4)

   725,000    9.2

Polar Asset Management Partners, Inc. (5)

   450,000    5.7

Meteora Capital LLC (6)

   527,472    6.7

CaaS Capital Management LP (7)

   200,000    2.5

* Less than 1%

 

(1)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Swiftmerge Acquisition Corp., 4318 Forman Avenue,Ave., Toluca Lake, CACalifornia 91602.

(2)

Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A Ordinary Shares at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment

(3)

Swiftmerge Holdings, LP,LLC, our Sponsor, is the record holder of such shares. Swiftmerge Holdings GP, LLC, its general partner, exercises voting and dispositive power over all securities held by3,375,000 of our Sponsor.Founder Shares, which are Class A ordinary shares that were converted from Class B ordinary shares in June 2023.

 

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Swiftmerge Holdings GP, LLC is managed by a board of managers consisting of John “Sam” Bremner, George Jones and Aston Loch. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Swiftmerge Holdings GP, LLC. Based upon the foregoing analysis, no individual manager of Swiftmerge Holdings GP, LLC exercises voting or dispositive control over any of the securities held by our Sponsor, even those in which it directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Accordingly, Swiftmerge Holdings GP, LLC may be deemed to beneficially own the reported shares held directly by our Sponsor. Swiftmerge Holdings GP, LLC disclaims beneficial ownership of any securities held by our Sponsor except to the extent of such entity’s pecuniary interest therein.
(4)(3)

Does not include any shares indirectly owned by this individual as a result of a passive economic interest in our Sponsor. Each of these individuals disclaims beneficial ownership of any shares except to the extent of their pecuniary interest therein.

(5)

Based solely on a Schedule 13G filed on December 22, 2021 (as amended by a Schedule 13G/A filed on February 14, 2023), each of the following persons has shared voting and dispositive power over 841,498 Class A Ordinary Shares of the Company: Sculptor Capital LP (“Sculptor”), a Delaware limited partnership and the principal investment manager to a number of private funds and discretionary accounts that hold such Class A Ordinary Shares (collectively, the “Accounts”); Sculptor Capital II LP (“Sculptor-II”), a Delaware limited partnership that is wholly owned by Sculptor and that also serves as the investment manager to certain of the Accounts; Sculptor Capital Holding Corp. (“SCHC”), a Delaware corporation and the general partner of Sculptor; Sculptor Capital Holding II LLC, a Delaware limited liability company that is wholly owned by Sculptor and that serves as the general partner of Sculptor-II; Sculptor Capital Management, Inc., a Delaware limited liability company and the holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II; Sculptor Master Fund, Ltd. (“SCMF”), a Cayman Islands company for which Sculptor is the investment adviser; Sculptor Special Funding, LP, a Cayman Islands exempted limited partnership that is wholly owned by SCMF; Sculptor Credit Opportunities Master Fund, Ltd., a Cayman Islands company for which Sculptor is the investment adviser; and Sculptor SC II LP, a Delaware limited partnership for which Sculptor II is the investment adviser. The address of the principal business offices of each of the foregoing persons is 9 West 57 Street, 39th Floor, New York, NY 10019.

(6)(4)

Based solely on a Schedule 13G filed on December 27, 2021 (as amended by Schedules 13G/A filed on February 14, 2022, and February 9, 2023 and February 5, 2024, respectively), Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), shares voting and dispositive power of 225,000 Class B ordinary shares held by a special purpose vehicle; Farallon Capital Partners, L.P., a California limited partnership (“FCP”), shares voting and dispositive power of 291,060 Class A Ordinary Shares; Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), shares voting and dispositive power of 433,818 Class A Ordinary Shares; Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), shares voting and dispositive power of 99,396 Class A Ordinary Shares; Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), shares voting and dispositive power of 57,420 Class A Ordinary Shares; Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), shares voting and dispositive power of 70,092 Class A Ordinary Shares; Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), shares voting and dispositive power of 863,280 Class A Ordinary Shares; Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), shares voting and dispositive power of 137,016 Class A Ordinary Shares; and Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), shares voting and dispositive power of 27,918 Class A Ordinary Shares. Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMIthe Farallon Funds and is the sole member of Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”). FCIP V General PartnerAs of the date hereof, the Farallon Funds hold an aggregate of 300,000 Shares. Also as of the date hereof, an investment vehicle (the “SPV”) that is managed by the general partnerManagement Company holds 225,000 Class B ordinary shares of FCIP V. Farallon F5 (GP)the Company (“Class B Ordinary Shares”), L.L.C., a Delaware limited liability company (the “F5MI General Partner”),each of which is convertible at the general partnerholder’s option into one Class A ordinary share. Accordingly, as of F5MI,the date hereof, the Management Company may be deemed to be a beneficial owner of all such shares owned by F5MI.225,000 Class A ordinary shares. Joshua J. Dapice, Philip D. Dreyfuss, Hannah E.

42


Dunn, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly (collectively, the “Farallon Individual Reporting Persons”), as managing members of both the Farallon General Partner and the Management Company and as managers of the FCIP V General Partner and the F5MI General Partner, with the power to exercise investment discretion. Each of the Management Company, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, and the Farallon Individual Reporting Persons disclaims any beneficial ownership of any such shares. The address for the persons and entities listed in this footnote is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, CA 94111.
(7)

Based solely on a Schedule 13G filed with the SEC on February 11, 2022 (as amended by a Schedule 13G/A filed on February 14, 2023), Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware that serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd., a Cayman Islands exempted company; MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC; DS Liquid DIV RVA SCM LLC and Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC, and managed accounts advised by Shaolin Capital Management LLC, has sole voting and dispositive power over 1,212,512 Class A Ordinary Shares. The address of the principal business office of Shaolin Capital Management LLC and such managed funds is 230 NW 24th Street, Suite 603, Miami, Florida 33127.

(8)(5)

Based solely on a Schedule 13G filed with the SEC on February 11, 2022 (as amended by a Schedule 13G/A filed on February 13, 2023)2023, and February 9, 2024, respectively), Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada that serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the Class A Ordinary Shares directly held by PMSMF, has sole voting and dispositive power over 1,980,000450,000 Class A Ordinary Shares. The address of the principal business office of Polar Asset Management Partners Inc and PMSMF is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(9)(6)

Based solely on a Schedule 13G filed with the SEC on February 14, 2022 (as amended2024 by Meteora Capital LLC, a, Schedule 13G/A filed on February 14, 2023), each of the following persons has shared voting and dispositive power over 1,954,710 Class A Ordinary Shares: Sandia Investment Management L.P. (“Sandia”), a Delaware limited partnership, in its capacityliability company (“Meteora Capital”) with respect to the Class A ordinary shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager to a private investment vehicle(collectively, the “Meteora Funds”); and separately managed accounts, and Timothy J. Sichler,Vik Mittal, who serves as managing memberthe Managing Member of Meteora Capital, with respect to the general partner of Sandia, and in such capacity may be deemed to indirectly beneficially ownCommon Stock held by the securities reported herein.Meteora Funds. The address of the principal business office of Sandia, Sandia’s managed private investment vehicle accounts, and Mr. Sichler,Meteora Capital is 201 Washington Street, Boston, MA 02108.1200 N Federal Hwy, #200, Boca Raton FL 33432.

(10)

Based solely on a Schedule 13G filed with the SEC on March 3, 2022 (as amended by a Schedule 13G/A filed on February 14, 2023), each of the following persons has shared voting and dispositive power over 1,968,107 Class A Ordinary Shares of the Company: Antara Capital LP, a Delaware limited partnership and the investment manager of Antara Capital Total Return SPAC Master Fund LP; Antara Capital GP LLC, a Delaware limited liability company and the general partner of Antara Capital LP; and Himanshu Gulati, the managing member of Antara Capital GP LLC. The business address of each of the foregoing persons is 55 Hudson Yards, 47th Floor, Suite C, New York, NY 10001.

(11)(7)

Based solely on a Schedule 13G filed with the SEC on February 9, 2023, as amended by a Schedule 13G/A filed on February 5, 2024, respectively), each of the following persons has shared voting and dispositive power over 1,877,200200,000 Class A Ordinary Shares of the Company: CaaS Capital Management LP, a Delaware limited partnership; CaaS Capital Management GP LLC, a Delaware limited liability company and the general partner of CaaS Capital Management LP; and Siufu Fu, the managing member of CaaS Capital Management GP LLC. The business address of each of the foregoing persons is 800 Third Avenue, 26th Floor, New York, NY 10022.

(12)(8)

Based solely on a Schedule 13G filed with the SEC on April 13, 2022 (as amended by a Schedule 13G/A filed on January 26, 2023), each of the following persons has shared votingPercentages are based upon 7,871,910 ordinary shares issued and dispositive power over 1,911,069 Class A Ordinary Shares of the Company: Millennium Management LLC, a Delaware limited liability company; Millennium Group Management LLC, a Delaware limited liability company and managing member of Millennium Management LLC; and Israel A. Englander, the sole voting trustee of the managing member of Millennium Group Management LLC. The business address of each of the foregoing persons is 399 Park Avenue, New York, NY 10022.outstanding.

 

4340


(13)

Based solely on a Schedule 13G filed with the SEC on February 2, 2023, Highbridge Capital Management LLC, a company incorporated under the laws of State of Delaware, has shared voting and dispositive power over 1,519,847 Class A Ordinary Shares and serves as the investment advisor to certain funds and accounts (the “Highbridge Funds”) that directly hold the Class A Ordinary Shares. The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares. Highbridge SPAC Opportunity Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Class A Ordinary Shares. The business address of each of the foregoing persons is 277 Park Avenue, 23rd Floor, New York, New York 10172.

Our sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.

44


HOUSEHOLDING INFORMATION

Unless we haveSwiftmerge has received contrary instructions, weSwiftmerge may send a single copy of this Proxy Statementproxy statement to any household at which two or more shareholders reside if we believeSwiftmerge believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce ourSwiftmerge’s expenses. However, if shareholders prefer to receive multiple sets of ourSwiftmerge’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of ourSwiftmerge’s disclosure documents, the shareholders should follow these instructions:

 

if the shares are registered in the name of the shareholder, the shareholder should contact usSwiftmerge at our offices at the following address and e-mail address:

Swiftmerge Acquisition Corp.

4318 Forman Ave., Avenue

Toluca Lake, California 91602 to inform us of the shareholder’s request; or

Attention: Chief Financial Officer

 

if a broker, bank broker or other nominee holds the shares, the shareholder should contact the broker, bank broker or other nominee directly.

 

4541


WHERE YOU CAN FIND MORE INFORMATION

We fileSwiftmerge files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read our SECSwiftmerge’s public filings including this Proxy Statement, atare also available to the public from the SEC’s website at http://www.sec.gov.www.sec.gov. You may request a copy of Swiftmerge’s filings with the SEC (excluding exhibits) at no cost by contacting Swiftmerge at the address and/or telephone number below.

If you would like additional copies of this Proxy Statementproxy statement or Swiftmerge’s other filings with the SEC (excluding exhibits) or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact ourSwiftmerge at the following address and e-mail address:

Swiftmerge Acquisition Corp.

4318 Forman Avenue

Toluca Lake, California 91602

Attention: Chief Financial Officer

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Swiftmerge’s proxy solicitation agent at the following address, telephone number and telephone number:e-mail address:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

IVCP@info.morrowsodali.com

You may also obtain thesewill not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by requesting them in writing from us by addressing such request to our Secretary at Swiftmerge Acquisition Corp., 4318 Forman Ave., Toluca Lake, California 91602.a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are aan Swiftmerge’s shareholder of the Company and would like to request documents, please do so by June 5, 2023 (one weekMarch 8, 2024, five business days prior to the meeting date),Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from us, weSwiftmerge, such documents will mail thembe mailed to you by first class mail or another equally prompt means.

 

4642


ANNEX A

PROPOSED

AMENDMENTS

TO THE

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

ASSOCIATION OF

SWIFTMERGE ACQUISITION CORP.

(the “Company”)

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

PART 1

Proposal No. 1 — The Extension Proposal

RESOLVED, as a special resolution THAT, conditional upon the approval of the Trust Amendment Proposal, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

(a) deletion of the following instruction from Article 49.7:

“In the event that the Company does not consummate a Business Combination by 18 months from the consummation of the IPO,March 15, 2024, or such later time as the Members may approve in accordance with the Articles, the Company shall:”

and replacing it with the following instruction:

“In the event that the Company does not consummate a Business Combination by March 15, 2024,June 17, 2025, or such later time as the Members may approve in accordance with the Articles, the Company shall:”

(b) deletion of the following words from Article 49.8(a):

within 18 months from the consummation of the IPO”by March 15, 2024”

and replacing them with the words:

“by March 15, 2024”June 17, 2025”.

Annex A-1


PART 2 — Proposal No. 2 — The Founder ShareNTA Requirement Amendment Proposal

RESOLVED, as a special resolution THAT, conditional upon the approval of the Extension Proposal, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

Article 49.10 of(a) the Company’s Amended and Restated Memorandum and Articles of Associationfollowing be deleted in its entirety and replaced with the following newfrom Article 49.10:

“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination,49.2: “provided that the Company shall not issue additionalrepurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001 following such repurchases.”

(b) the following be deleted from Article 49.4: “provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any other securitiesgreater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination”.

(c) the following be deleted from Article 49.5: “The Company shall not redeem Public Shares that would entitlecause the holders thereof to:Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”

(a) receive funds(d) the following be deleted from Article 49.8: “The Company’s ability to provide such redemption in this Article is subject to the Trust Account; or

(b) vote as a class with Public Shares on a Business Combination.Redemption Limitation.

 

Annex A-2

A-1


ANNEX B

AMENDMENT NO. 12 TO

INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO. 12 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”Amendment) is made effective as of June [●], 2023,March [ ], 2024, by and between Swiftmerge Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”Trustee). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

WHEREAS, on December 17, 2021, the Company consummated an initial public offering (the “Offering”) of units of the Company, each of which is composed of one of the Company’s Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share;

WHEREAS, $202,000,000 of the gross proceeds of the Offering (including $7,000,000, of Underwriter’s Deferred Discount) and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of December 14, 2021, by and between the Company and the Trustee entered into an Investment Management Trust Agreement on December 17, 2021, as amended on June 15, 2023 (the “Original Agreement”Trust Agreement);

WHEREAS, on January 18, 2022, the Underwriter partially exercised its over-allotment option and purchased an additional 2,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $25,000,000; in connection with such partial exercise, Swiftmerge Holdings, LP, a Delaware limited partnership (“Sponsor”), forfeited 125,000 founder shares, and, simultaneously with such partial exercise, the Company sold an additional 750,000 Private Placement Warrants to Sponsor, generating gross proceeds to the Company of $750,000;

WHEREAS, on November 7, 2022, the Underwriter waived any entitlement to the Underwriter’s respective portion of the US $7,875,000 deferred underwriting fee under the Underwriting Agreement;

WHEREAS, the Company has sought the approval of the holders of its Class A Ordinary Shares and holders of its Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”),Shares, at an extraordinary general meeting (the “EGM”EGM) to: (i) extend the date before which the Company must complete a business combination from June 17, 2023 to March 15, 2024 to June 17, 2025 (the “Extension Amendment”Extension Amendment) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from promptly after June 17, 2022March 15, 2024 to promptly after March 15, 2024June 17, 2025 (the “Trust Amendment”Trust Amendment);

WHEREAS, holders of at least sixty-five percent (65%two-thirds (66.6%) of the then issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares who attended and voted at the EGM, voting together as a single class, approved the Extension Amendment and sixty-five percent (65%) of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares approved the Trust Amendment; and

WHEREAS, the parties desire to amend the OriginalTrust Agreement to, among other things, reflect amendments to the OriginalTrust Agreement contemplated by the Trust Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendments

to Trust Agreement.

1.1.

The following clause shall be deleted from the preamble in its entirety:

“WHEREAS, pursuant to Trust Agreement.

1.1. The following clause shall be deleted from the Underwriting Agreement, a portionpreamble in its entirety:

1.2. Section 1(c) of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s option to purchase additional units is exercised in full, is attributable to deferred

B-1


underwriting discounts and commissions that will be payable by the Company to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and”

and replaced with:

“WHEREAS, the Company has received waiver from the Underwriter of any entitlement to the Underwriter’s respective portion of the US $7,875,000 deferred underwriting fee under the Underwriting Agreement;”

1.2.

Section 1(c) of the OriginalTrust Agreement is hereby amended and restated in its entirety as follows:

“(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property (x) in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company or (y) in an interest bearing demand deposit account at a bank, as directed by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account balances are invested or uninvested, the Trustee may earn bank credits or other consideration;”

1.3.

1.3. Section 1(e) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(e) [Reserved]”

 

1.4.

B-1


1.4. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”Letter) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon March 15, 2024,June 17, 2025, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by March 15, 2024June 17, 2025 or such earlier date as is determined by our Board to be in the best interests of the Company, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders”.

 

 1.5.

Sections 2(e) and 2(f) of the Original Agreement are hereby amended and restated in their entirety as follows:

“(e) [Reserved]

(f) [Reserved]”

B-2


1.6.

The below portions of Section 6(e) shall be deleted in their entirety:

“and

BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Attn: Warren Fixmer

Email: warren.fixmer@bofa.com

and

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: Derek J. Dostal, Perdo J. Bermeo

Email:    derek.dostal@davispolk.com

pedro.bermeo@davispolk.com”

 

 1.7.

Section 6(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) [Reserved]

2. Amendments to Exhibits. Effective as of the execution hereof, Exhibit A of the Original Agreement is hereby deleted and replaced in its entirety with Exhibit A hereto.

3.

3.

Miscellaneous Provisions.

 

 3.1.

Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

 3.2.

Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

 3.3.

Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

 3.4.

Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

 3.5.

Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

 3.6.

Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

B-2


 3.7.

Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) of the Original Agreement, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

[Signature page follows]

B-3


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

Continental Stock Transfer & Trust Company, as
Trustee
By:  
Name:Francis Wolf
Title:
Title:   Vice President

Swiftmerge Acquisition Corp.
By:  
Name:John Bremner
Title:
Title:   Chief Executive Officer

[Signature Page to Amendment No. 2 to Investment Management Trust Agreement]

 

B-4B-3


EXHIBIT A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

Re: Trust Account—Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Swiftmerge Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of December 17, 2021, as amended from time to time (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.

[Signature Page to follow]

A-1


Very truly yours,

Swiftmerge Acquisition Corp.

By:

Name: John Bremner

Title: Chief Executive Officer

A-2


SWIFTMERGE ACQUISITION CORP.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON

JUNE 12, 2023MARCH 13, 2024

The undersigned, revoking any previous proxies relating to these shares with respect to the Extension Amendment Proposal, the Trust Amendment Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal hereby acknowledges receipt of the notice and Proxy Statement, dated May 15, 2023,March 4, 2024, in connection with the Extraordinary General Meeting to be held on June 12, 2023March 13, 2024 at 3:00 p.m. EasternNew York time, for the sole purpose of considering and voting upon the following proposals, and hereby appoints John BremnerChristopher Munyan and Aston Loch, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all of the ordinary shares of Swiftmerge Acquisition Corp. (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Extraordinary General Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.

THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on June 12, 2023:March 13, 2024:

The notice of extraordinary general meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/swiftmergeacquisition/2023.2024.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

PROPOSAL 1, PROPOSAL 2, PROPOSAL 3AND PROPOSAL 3

4
Please mark votes as indicated in this example È    

Proposal 1 — Extension ProposalAmendment

  

FOR

  

AGAINST

  

ABSTAIN

As a special resolution to amend the Company’s amended and restated memorandum and articles of association (“Articles”) in the form set forth in Part 1 of Annex A of the accompanying proxy statement to extend the date that the Company has to consummate a business combination from June 17, 2023 to March 15, 2024 Conditionalto June 17, 2025, conditional upon the approval of Proposal 2.      


Proposal 2 — Amendment of Trust Agreement

  

FOR

  

AGAINST

  

ABSTAIN

Amend the Investment Management Trust Agreement, originally dated December 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the Trust Account established in connection with the Company’s initial public offering if the Company has not completed its initial business combination from March 15, 2024 to June 17, 2023 to March 15, 2024.2025. Proposal 2 is conditioned on the approval of Proposal 1. If Proposal 2 is approved by the shareholders and Proposal 1 is not, neither proposal will take effect.      


Proposal 3 — Founder ShareNTA Requirement Amendment Proposal

  

FOR

  

AGAINST

  

ABSTAIN

As a special resolution to amend the Company’s Articles pursuantof Association to an amendment indelete: (i) the form set forth in Part 2 of Annex A oflimitations that the accompanying proxy statement to provide for the right of a holder of the Founder Shares to convert into Class A Ordinary Shares on a one-for-one basis prior to the closing ofCompany shall not consummate a business combination at(as defined in the electionArticles of Association) if it would cause the holder, whereCompany’s net tangible assets (“NTAs”) to be less than $5,000,001; and (ii) the holders oflimitations that the Company shall not redeem or repurchase its ordinary shares in an amount that would cause the Company’s NTAs to be less than $5,000,001 following such Shares have waived any right to receive funds fromredemptions or repurchases, as applicable (the “NTARequirement” and such proposal the Trust Account.NTARequirement Amendment Proposal”);      

Proposal 34 — Adjournment

  

FOR

  

AGAINST

  

ABSTAIN

Adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 or Proposal 2.      

Check here for address change and indicate the correct address below:

 

Date: __________, 20232024

 
Signature
 

Signature (if held jointly)


Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO

CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE

MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF YOU RETURN A

SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE

VOTED FOR THE PROPOSALS SET FORTH ABOVE.