Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

Number: 001-41164

SWIFTMERGE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		98-1582153
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4318 Forman Ave
Toluca Lake, CA 91602		91602
(Address of Principal Executive Offices)		(Zip Code)

(424)

431-0030

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	IVCPU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	IVCP	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	IVCPW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act:



Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Exchange Act). Yes ☒ No ☐

As of

Septembe

r 12, 2

023,

there were 5,621,910 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units), par value $0.0001, and 2,250,000 Class B ordinary shares, par value $0.0001, issued and outstanding.

SWIFTMERGE ACQUISITION CORP.

Form 10-Q/A

For the Quarter Ended March 31, 2023

TABLE OF CONTENTS


	Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Item 4. Controls and Procedures		24
Part II. Other Information		26
Item 6. Exhibits		26
Part III. Signatures		28

EXPLANATORY NOTE

Swiftmerge Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Quarterly Report on

Form 10-Q/A, Amendment

No. 1 for the quarterly period ended March 31, 2023 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on

Form 10-Q for

the quarterly period ended March 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2023 (the “Original Quarterly Report”).

Subsequent to filing of its Original Quarterly Report, the Company identified an error in its historical financial statements for the year ended December 31, 2022 and the quarter ended March 31, 2023. After the Company obtained a waiver in November 2022 (the “Fee Waiver”) from the underwriter in the Company’s initial public offering (“IPO”) of all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial business combination (the “Deferred Underwriting Commissions”), management determined that the Deferred Underwriting Commission had previously been improperly classified as a liability after the Fee Waiver was obtained.

Therefore, the Company’s management concluded that the Company’s previously issued (i) audited financial statements included in the Company’s Annual Report on

Form 10-K,

for the fiscal year ended December 31, 2022, filed with the SEC on April 21, 2023 (“2022

Form 10-K”);

and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on

Form 10-Q

for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023; (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. As such, the Company will restate its audited financial statements for the Affected Periods on a

Form 10-K/A

as a result of this error. The unaudited condensed financial statements for the period ended March 31, 2023 are being restated in this Amendment No. 1 to the Company’s Quarterly Report on

Form 10-Q

for the quarterly period ended March 31, 2023, to be filed with the SEC.

The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

On August 23, 2023 the Company filed a report on

Form 8-K disclosing

the non-reliance on

the financial statements included in the Company’s Annual Report on

Form 10-K,

for the fiscal year ended December 31, 2022, filed with the SEC on April 21, 2023, and the Company’s Quarterly Report on

Form 10-Q

for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023.

After

re-evaluation,

the Company’s management has also concluded that in light of the classification errors described above, a material weakness existed in the Company’s internal control over financial reporting during and since the Affected Periods related to the erroneous classification of a liability after the Fee Waiver was obtained, and that the Company’s disclosure controls and procedures were not effective as of December 31, 2022 and March 31, 2023. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of the Company’s internal control over financial reporting. While the Company has processes to identify and appropriately apply applicable accounting requirements, the Company’s management plans to enhance these processes to better evaluate its research and understanding of the nuances of the accounting standards that apply to liabilities for third party contracts. The Company plans to provide enhanced access to accounting literature, research materials and documents to its accounting personnel and third-party professionals with whom it consults regarding accounting matters, and to increase communication regarding accounting matters.

We are filing this Amendment No. 1 to amend and restate the Original Quarterly Report with modification as necessary to reflect the financial statement restatements and to amend Part I, Item 4 “Controls and Procedures” of the Original Quarterly Report in order to include a revised conclusion that the disclosure controls and procedures were not effective due to the material weakness in the internal control over financial reporting related to the Company’s erroneous accounting for liabilities.

Except as described above, this Quarterly Report does not amend, update or change any other items or disclosures contained in the Original Quarterly Report. Accordingly, this Quarterly Report does not reflect or purport to reflect any information or events occurring after March 31, 2023 or modify or update those disclosures affected by subsequent events. Accordingly, this Quarterly Report should be read in conjunction with the Original Quarterly Report and the Company’s other filings with the SEC.

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PART I. Financial Information

Item 1. Financial Statements

SWIFTMERGE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	March 31, 2023 (As Restated)			December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	179,750		$	461,914
Prepaid expenses		431,833			514,200

Total current assets		611,583			976,114
Investments held in Trust Account		232,121,440			229,792,494

TOTAL ASSETS	$	232,733,023		$	230,768,608

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	21,747		$	51,453
Accrued offering costs		311,430			311,430
Due to Sponsor		2,284			2,284
Accrued expenses		1,388,062			504,181
Accrued expenses—related party		43,516			43,516

Total current liabilities		1,767,039			912,864

Deferred underwriting fee payable (1)		—			—

Total liabilities (1)		1,767,039			912,864
Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption , $0.0001 par value; 22,500,000 shares issued and outstanding at redemption value of $10.31 and $10.21, respectively.		232,021,440			229,692,494
Shareholders’ (Deficit) Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding (excluding 22,500,000 shares subject to possible redemption as of March 31, 2023 and December 31, 2022)		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,625,000 issued and outstanding as of March 31, 2023 and December 31, 2022		562			562
Additional paid-in capital		—			—
(Accumulated deficit) Retained earnings (1)		(1,056,018	)		162,688

Total Shareholders’ (Deficit) Equity (1)		(1,055,456	)		163,250

TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	232,733,023		$	230,768,608

(1)

Periods presented have been adjusted to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1—Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements.

The accompanying notes are an integral part of the unaudited condensed financial statements.

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SWIFTMERGE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Formation and operating costs	$	1,218,706		$	425,905

Loss from operations		(1,218,706	)		(425,905	)
Loss on sale of Private Placement Warrants		—			(30,000	)
Unrealized gain on investments held in Trust Account		2,328,946			21,542

Net income (loss)	$	1,110,240		$	(434,363	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares		22,500,000			22,000,000

Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.04		$	(0.02	)

Basic and diluted weighted average shares outstanding, Class B ordinary shares		5,625,000			5,500,000

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.04		$	(0.02	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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SWIFTMERGE ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)) EQUITY

(UNAUDITED)

FOR THE THREE MONTHS

ENDED

MARCH 31, 2023


	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance at December 31, 2022 (1) as restated		—	$	—		5,625,000	$	562	$	—	$	162,688		$	163,250
Accretion of Class A ordinary shares to redemption amount		—		—		—		—		—		(2,328,946	)		(2,328,946	)
Net income		—		—		—		—		—		1,110,240			1,110,240

Balance at March 31, 2023 (1) as restated		—	$	—		5,625,000	$	562	$	—	$	(1,056,018	)	$	(1,055,456	)

FOR THE THREE MONTHS ENDED MARCH 31, 2022


	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in Capital			Accumulated Deficit			Total Shareholder’s Deficit
	Shares		Amount		Shares			Amount			Additional Paid-in Capital			Accumulated Deficit			Total Shareholder’s Deficit
Balance at December 31, 2021		—	$	—		5,750,000		$	575		$	—		$	(5,484,631	)	$	(5,484,056	)
Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs		—		—		—			—			1,181,250			—			1,181,250
Issuance of Private Placement Warrants		—		—		—			—			780,000			—			780,000
Forfeiture of Class B Shares by Sponsor		—		—		(125,000	)		(13	)		—			13			—
Accretion of Class A ordinary shares to redemption amount		—		—		—			—			(1,961,250	)		(845,000	)		(2,806,250	)
Net loss		—		—		—			—			—			(434,363	)		(434,363	)

Balance at March 31, 2022		—	$	—		5,625,000		$	562		$	—		$	(6,763,981	)	$	(6,763,419	)

(1)

Periods presented have been

adjusted

to reflect the derecognition of deferred underwriting fees payable. Additional information regarding the derecognition may be found in Note 1—Description of Organization and Business Operations and Liquidity and Going Concern, included elsewhere in the notes to the financial statements.

The accompanying notes are an integral part of the unaudited condensed financial statements.

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SWIFTMERGE ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022

Cash Flows from Operating Activities:
Net income	$	1,110,240		$	(434,363	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on sale of Private Placement Warrants		—			30,000
Unrealized gain on investments held in Trust Account		(2,328,946	)		—
Realized gain on investments held in Trust Account		—			(21,542	)
Changes in operating assets and liabilities:
Prepaid expenses		82,367			100,506
Accounts payable		(29,706	)		(12,402	)
Accrued expenses		883,881			136,436
Accrued expenses—related party		—			3,000

Net cash used in operating activities		(282,164	)		(198,365	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—			(25,250,000	)

Net cash used in investing activities		—			(25,250,000	)

Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriting discount paid		—			24,500,000
Proceeds from sale of Private Placement Warrants		—			750,000

Net cash provided by financing activities		—			25,250,000

Net Change in Cash		(282,164	)		(198,365	)
Cash— Beginning of period		461,914			875,831

Cash—End of period	$	179,750		$	677,466

Non-cash investing and financing activities :
Accretion of Class A ordinary shares subject to redemption value	$	2,328,946		$	—

Initial accretion of Class A ordinary shares from issuance of over-allotment warrants	$	—		$	2,806,250

Deferred underwriting fee payable	$	—		$	875,000

Forfeiture of Class B ordinary shares by Sponsor	$	—		$	13

The accompanying notes are an integral part of the unaudited

condensed

financial statements.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN

Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through March 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

;

(the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note

On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its over-allotment option (the “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000.

Following the closing of the Initial Public Offering (including the closing of the Over-Allotment Option), an aggregate amount of $227,250,000 was placed in the Company’s trust account (the “Trust Account”) established in connection with the Initial Public Offering, invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees

(subsequently derecognized),

$13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note

) and $977,966 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no

redemption

rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public

Offering

in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,

Distinguishing Liabilities from Equity

(“ASC 480”).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note

) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note

) and executive officers have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of their Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering

, unless extended,

or with respect to any other material provision relating to shareholders’ rights or

pre-initial

Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering

, unless extended.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering

, unless extended

The Company has until 18 months from the closing of the Initial Public Offering

, unless extended

to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

any (less up to $100,000 of interest to pay

dissolution

expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial redemption amount of $10.10 per share.

In November 2022, the Company obtained a waiver (the “Waiver Letter) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination.

On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination and (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”).

In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $211,918,104. After the satisfaction of such redemptions, the balance in the Trust Account was $22,858,102.

Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares.

As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 5,621,910 Class A ordinary shares outstanding.

Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Liquidity, Capital Resources, and Going Concern

As of March 31, 2023, the Company had cash held outside of the Trust Account

$179,750 and a working capital deficit of $1,155,456.

Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.

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

Based on the cash forecast prepared by management as of March 31, 2023, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of March 15, 2024.

Based on the above, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial

statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s unaudited condensed financial statements as of and for the three and six months ended June 30, 2023, management identified an error made in the audited financial statements as of and for the year ended December 31, 2022 and the unaudited condensed financial statements as of and for the three months ended March 31, 2023. The Company should have derecognized the deferred underwriting fee payable to Bank of America based on the waiver letter releasing the Company as the primary obligor under the liability. Upon the derecognition,

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

the Company reduced the liability by recording the corresponding credit to accumulated deficit, and a portion as a gain on the derecognition, in a manner consistent with the original allocation of the deferred underwriting fee payable. The reclassification of amounts from noncurrent liabilities to equity resulted in

non-cash

financial statement corrections had no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to previously presented financial statements.

The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the period, indicated:


	March 31, 2023
	As Previously Reported			Adjustments			As Restated
Condensed Balance Sheet as of March 31, 2023 (unaudited)
Deferred underwriting fee payable	$	7,875,000		$	(7,875,000	)	$	—
Total liabilities	$	9,642,039		$	(7,875,000	)	$	1,767,039
Accumulated deficit	$	(8,931,018	)	$	7,875,000		$	(1,056,018	)
Total Shareholders’ Deficit	$	(8,930,456	)	$	7,875,000		$	(1,055,456	)
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 (unaudited)
Balance at December 31, 2022	$	(7,711,750	)	$	7,875,000		$	163,250
Balance at March 31, 2023	$	(8,930,456	)	$	7,875,000		$	(1,055,456	)

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information or note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form

10-K

and

10-K/A

as filed with the SEC on April 21, 2023 and September 11, 2023, respectively. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $179,750 and $461,914 in cash as of March 31, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

Investments Held in Trust Account

As of March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. As of March 31, 2023 and December 31, 2022, the Company had $232,121,440 and $229,792,494 in investments held in the Trust Account, respectively.

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gains on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Ordinary Shares Subject to Possible Redemption

All of the 22,500,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC

480-10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

paid-in

capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of March 31, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $2,328,946 as of March 31, 2023.

As of March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:



Class A ordinary shares subject to possible redemption at December 31, 2022	$	229,692,494
Accretion of carrying value to redemption value		2,328,946

Class A ordinary shares subject to possible redemption at March 31, 2023	$	232,021,440

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—

Expenses of Offering

. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees

(subsequently derecognized),

$13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note

) and $977,966 of other offering costs. As such, the Company recorded $24,864,388 of offering costs as a reduction of temporary equity and $2,094,328 of offering costs as a reduction of permanent equity.

Income Taxes

The Company accounts for income taxes under ASC 740,

Income Taxes

(“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 3, 2021, the evaluation was performed for the 2021 tax year which will be the only period subject to examination.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands

ompany and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,600,000 shares in the calculation of diluted loss per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):


	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Class A		Class B		Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net income (loss)	$	888,192	$	222,048	$	(347,490	)	$	(86,873	)

Denominator:
Basic and diluted weighted average shares outstanding		22,500,000		5,625,000		22,000,000			5,500,000

Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	(0.02	)	$	(0.02	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

(“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Warrant Classification

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815,

Derivatives and Hedging

(“ASC 815”)

under which the warrants meet the criteria for equity treatment and are recorded as equity.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE

. INITIAL PUBLIC OFFERING

The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and

one

-half

of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note

On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.

NOTE

. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over-Allotment Option is exercised in full) for $5,600,000 in aggregate (which can increase to $6,500,000 if the Over-Allotment Option is exercised in full) and (ii) Anchor Investors, 3,000,000 warrants for $3,000,000 in aggregate. An amount of $6,000,000 of proceeds from the sale of the Private Placement Warrants was added to the Trust Account and an amount of $2,600,000 was deposited into the Company’s operating account. There will be no redemption rights with respect to the Private Placement Warrants if the Company does not complete a Business Combination within the Combination Period.

Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000, which was added to the Trust Account.

NOTE

. RELATED PARTY TRANSACTIONS

Founder Shares

On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note

). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over-Allotment Option was not exercised in full or in part, so that the holders of the Founder Shares will own, on an

as-converted

basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to

one-half

of such shares, until consummation of an initial Business Combination, (y) with respect to

one-fourth

of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a

30-trading

day period following the consummation of an initial Business Combination (the “Requisite Trading Period”) and (z) with respect to

one-fourth

of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $14.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for the Requisite Trading Period. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. The Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A)

one year

after the completion of an initial Business Combination and (B) subsequent to the completion of an initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $

12.00

per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any

trading days within any

30-trading

day period following the consummation of an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Additionally, the holders of the Founder Shares have agreed that the Founder Shares will not be transferred, assigned or sold until

one year

after the date of the consummation of an initial Business Combination provided that, such holders shall be permitted to transfer such Founder Shares if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A ordinary shares equals or exceeds $

12.00

per share (as adjusted for stock share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any

trading days within any

30-trading

day period commencing at least

150

days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The Anchor Investors purchased a total of 19,800,000

nits and 3,000,000 Private Placement Warrants in the Initial Public Offering at the offering price of $10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors.

The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering.

Promissory Note—Related Party

On February 5, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was

non-interest

bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. On September 14, 2021, the Company and the Sponsor entered into an agreement to amend and restate the Promissory Note, extending the due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. On December 21, 2021

the Company repaid the outstanding balance of $149,172 under the Promissory Note. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note.

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Due to Sponsor

Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. As of March 31, 2023 and December 31, 2022, there was $2,284 due to Sponsor.

Administrative Services Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $2,600 in administrative services agreement expenses which are included in accrued expenses

—

related party in the accompanying condensed balance sheet.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under Working Capital Loans.

NOTE

. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights Agreement

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a

45-day

option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the Over-Allotment Option. In addition, $0.35 per Unit, or $7,875,000 in the aggregate

would have been

payable to the underwriter for deferred underwriting commissions. The deferred fee

would have

become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company

completed

a Business Combination, subject to the terms of the underwriting agreement

. In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT)

Preference shares

—

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A ordinary shares

—

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 22,500,000 and 22,500,000 Class A ordinary shares issued and outstanding, respectively, including 22,500,000 and 22,500,000 Class A ordinary shares subject to possible redemption, respectively.

Class B ordinary shares

—

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 5,625,000 and 5,625,000 Class B ordinary shares issued and outstanding, respectively.

On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares. In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to an initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. Because the warrants are not exercisable until 30 days after the completion of the initial business combination, the Company does not currently intend to update the registration statement of which the prospectus forms a part or file a new registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants until after the initial business combination has been consummated. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the

consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

•

at any time after the warrants become exercisable;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

•

if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities (as defined below) for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or their respective affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the

20-trading

day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(such price, the “Market Value”) is below $

9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115

% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $

18.00

per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to

180

% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be

non-redeemable.

At March 31, 2023 and December 31, 2022, there were 11,250,000

Public Warrants outstanding and

9,350,000

Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

NOTE

. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2023
Assets
Investments held in Trust Account:
U.S. Treasury Securities Money Market Funds	$	232,121,440	$	232,121,440	$	—	$	—
December 31, 2022
Assets
Investments held in Trust Account:
U.S. Treasury Securities Money Market Funds	$	229,792,494	$	229,792,494	$	—	$	—

NOTE

. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the redemption of Class A ordinary shares for an aggregate redemption amount of $211,918,104 as described in Note 1

and the extension of the period to close a transaction, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than as follows below.

On April 19, 2023, the Company received Nasdaq

non-compliance

notice with listing rule 5250 C(1). The Company filed their Form

10-K

with the SEC on April 21, 2023, to regain compliance.

On May 11, 2023, the Company received approval from Nasdaq to transfer its listing of its Class A ordinary shares, units and warrants from The NASDAQ Global Market to The NASDAQ Capital Market. The Company’s Class A ordinary shares, warrants and units will continue to trade under the symbols “IVCP,” “IVCPW,” and “”IVCPU”, respectively, and trading of its Class A ordinary shares, warrants and units will be unaffected by this transfer. This transfer was effective as of the opening of business on May 16, 2023.

On August 11, 2023, HDL Therapeutics, Inc. (“HDL Therapeutics”), a privately held commercial stage biotech company with an

FDA-approved

cardiovascular therapy has signed a definitive merger agreement with the Company. Under the terms of the merger agreement, a wholly-owned subsidiary of the Company will merge with

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SWIFTMERGE ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

and into HDL Therapeutics after which HDL Therapeutics will be a wholly owned subsidiary of the Company, and the holders of the outstanding HDL Therapeutics preferred stock and common stock will receive a combination of cash and equity in the Company having a total value of $400 million (subject to adjustments).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed financial statements and related notes included in Part I, Item 1 of this Quarterly Report. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, as supplemented by Part II, Item 1A “Risk Factors” of this Quarterly Report.

References to the “Company,” “our,” “us” or “we” refer to Swiftmerge Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q/A includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated on February 3, 2021 as a Cayman Islands exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (our “Business Combination”). We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.

Our registration statement for our Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, we consummated our Initial Public Offering of 20,000,000 units (the “units” and, with respect to the Class A ordinary shares included in the units being offered, the “Public Shares”) at $10.00 per unit, generating gross proceeds of $200.0 million, and incurring offering costs of $12.6 million, of which $7.0 million was for deferred underwriting commissions. On January 18, 2022, the underwriter partially exercised its Over-Allotment Option, resulting in 2,500,000 additional units being sold at $10.00 per unit, generating gross proceeds of $25.0 million. Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor and the Anchor Investors, generating gross proceeds of $8.6 million. On January 18, 2022, following the underwriter’s exercise of the Over-Allotment Option, the Sponsor purchased from the Company an additional 750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Upon the closing of the Initial Public Offering, the private placement and the Over-Allotment Option, $227.2 million of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under

Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. If we are unable to complete an initial Business Combination within 18 months from the closing of our Initial Public Offering, or June 17, 2023, and subsequently extended to March 15, 2024, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from February 3, 2021 (inception) through March 31, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on cash and cash equivalents held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.

For the three months ended March 31, 2023, we had a net income of $1,110,240, which resulted from a gain on investments held in the Trust Account of $2,328,946, offset by formation and operating costs of $1,218,706.

For the three months ended March 31, 2022, we had a net loss of $434,363, which resulted from formation and operating costs of $425,905 and a loss on the sale of Private Placement Warrants to our Sponsor of $30,000, offset in part by a gain on investments held in the Trust Account of $21,542.

Liquidity, Capital Resources and Going Concern

As of March 31, 2023, the Company had cash held outside of the Trust Account of $179,750 and a working capital deficit of $1,155,456.

Our liquidity needs up had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, a loan under the Promissory Note from our Sponsor of $149,172, and the net proceeds from the consummation of the private placement not held in the Trust Account. The Promissory Note was repaid in full on December 21, 2021. In addition, in order to finance transaction costs in connection with an initial Business Combination, our officers, directors and initial shareholders may, but are not obligated to, provide the Company with working capital loans. To date, there are no amounts outstanding under any working capital loans.

For the three months ended March 31, 2023, net cash used in operating activities was $282,164, which was due to our net income of $1,110,240 and changes in working capital of $936,542, offset by a gain on investments held in the Trust Account of $2,328,946.

For the three months ended March 31, 2022, net cash used in operating activities was $198,365, which was due to our net loss of $434,363 and a gain on investments held in the Trust Account of $21,542, offset in part by changes in working capital of $227,540 and a loss on the sale of Private Placement Warrants to our Sponsor of $30,000.

For the three months ended March 31, 2023, net cash used in investing activities was $0 due to no investing activities in the period.

For the three months ended March 31, 2022, net cash used in investing activities of $25,250,000 was the result of the amount of net proceeds from the exercise of the Over-Allotment Option and proceeds from the sale of the Private Placement Warrants being deposited to the Trust Account.

For the three months ended March 31, 2023, net cash provided by financing activities of $0 due to no financing activities in the period.

For the three months ended March 31, 2022, net cash provided by financing activities of $25,250,000 was comprised of $24,500,000 in proceeds from the Initial Public Offering net of underwriting discount paid and $750,000 in proceeds from the sale of Private Placement Warrants.

As of March 31, 2023, we had cash of $179,750 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that we do not consummate an initial Business Combination, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. To date, there were no amounts outstanding under any of these loans.

Based on the cash forecast we prepared as of March 31, 2023, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of March 15, 2024.

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

Based on the above, we have determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Although the Company intends to consummate a business combination on or before March 15, 2024, it is uncertain whether the Company will be able to do so by this time. While we expect to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2023 or December 31, 2022.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of up to $1,000 for office space and administrative support to the Company. We began incurring service fees on December 17, 2021 and will continue to incur such fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.

Registration and Shareholder Rights Agreement

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the over-allotment. In addition, $0.35 per Unit, or $7,875,000 in the aggregate would have been payable to the underwriter for deferred underwriting commissions.

In November 2022, the Company obtained a 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.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Classification

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity.

Ordinary Shares Subject to Possible Redemption

All of the 22,500,000 Class A ordinary shares sold as part of the Units in the Initial Public Offering (and including the Units sold in connection with the underwriters’ partial exercise of the Over-Allotment Option) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of March 31, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $2,328,946 as of March 31, 2023.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering as part of the Units and the Private Placement Warrants in the calculation of diluted loss per share, because the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

ITEM 4. DISCLOSURE CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “certifying officers”), the effectiveness of our disclosure controls and procedures as of March 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our certifying officers concluded that, as of March 31, 2023, our disclosure controls and procedures were not effective due to a material weakness in our internal controls over financial reporting related to the recording of unbilled amounts due to third-party service providers, failure to timely remove liability associated with the deferred underwriting fees, and interest income during the preparation of our annual report on Form 10-K as of and for the year ended December 31, 2022. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

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

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

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

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


Exhibit No.		Description

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


Exhibit No.		Description

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.


	Swiftmerge Acquisition Corp.

Date: September 12, 2023	By:	/s/ John Bremner
		John Bremner
		Chief Executive Officer

	Swiftmerge Acquisition Corp.

Date: September 12, 2023	By:	/s/ Christopher J. Munyan
		Christopher J. Munyan
		Chief Financial Officer

Exhibit 31.1

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

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

I, John Bremner, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the three-month period ended March 31, 2023 of Swiftmerge Acquisition Corp.;

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

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

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

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

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

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

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

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

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

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

Date: September 12, 2023

/s/ John S. Bremner

John S. Bremner

Chief Executive Officer

Exhibit 31.2

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

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

I, Christopher J. Munyan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the three-month period ended March 31, 2023 of Swiftmerge Acquisition Corp.;

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

Date: September 12, 2023

/s/ Christopher J. Munyan

Christopher J. Munyan

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

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

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

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

1. the Quarterly Report on Form 10-Q/A for the three-month period ended March 31, 2023 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

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

Date: September 12, 2023

/s/ John Bremner

John Bremner

Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

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

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

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

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

Date: September 12, 2023

/s/ Christopher J. Munyan

Christopher J. Munyan

Chief Financial Officer

(Principal Financial Officer)

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	Sep. 12, 2023
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	SWIFTMERGE ACQUISITION CORP.
Entity Central Index Key	0001845123
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity File Number	001-41164
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Entity Address, Address Line One	4318 Forman Ave
Entity Address, City or Town	Toluca Lake
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91602
Entity Tax Identification Number	98-1582153
City Area Code	424
Local Phone Number	431-0030
Amendment Description	Swiftmerge Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 for the quarterly period ended March 31, 2023 (this “Quarterly Report”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2023 (the “Original Quarterly Report”).Subsequent to filing of its Original Quarterly Report, the Company identified an error in its historical financial statements for the year ended December 31, 2022 and the quarter ended March 31, 2023. After the Company obtained a waiver in November 2022 (the “Fee Waiver”) from the underwriter in the Company’s initial public offering (“IPO”) of all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial business combination (the “Deferred Underwriting Commissions”), management determined that the Deferred Underwriting Commission had previously been improperly classified as a liability after the Fee Waiver was obtained.Therefore, the Company’s management concluded that the Company’s previously issued (i) audited financial statements included in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, filed with the SEC on April 21, 2023 (“2022 Form 10-K”); and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023; (collectively, the “Affected Periods”), should be restated and should no longer be relied upon. As such, the Company will restate its audited financial statements for the Affected Periods on a Form 10-K/A as a result of this error. The unaudited condensed financial statements for the period ended March 31, 2023 are being restated in this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, to be filed with the SEC.The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).On August 23, 2023 the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, filed with the SEC on April 21, 2023, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023.After re-evaluation, the Company’s management has also concluded that in light of the classification errors described above, a material weakness existed in the Company’s internal control over financial reporting during and since the Affected Periods related to the erroneous classification of a liability after the Fee Waiver was obtained, and that the Company’s disclosure controls and procedures were not effective as of December 31, 2022 and March 31, 2023. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of the Company’s internal control over financial reporting. While the Company has processes to identify and appropriately apply applicable accounting requirements, the Company’s management plans to enhance these processes to better evaluate its research and understanding of the nuances of the accounting standards that apply to liabilities for third party contracts. The Company plans to provide enhanced access to accounting literature, research materials and documents to its accounting personnel and third-party professionals with whom it consults regarding accounting matters, and to increase communication regarding accounting matters.We are filing this Amendment No. 1 to amend and restate the Original Quarterly Report with modification as necessary to reflect the financial statement restatements and to amend Part I, Item 4 “Controls and Procedures” of the Original Quarterly Report in order to include a revised conclusion that the disclosure controls and procedures were not effective due to the material weakness in the internal control over financial reporting related to the Company’s erroneous accounting for liabilities.Except as described above, this Quarterly Report does not amend, update or change any other items or disclosures contained in the Original Quarterly Report. Accordingly, this Quarterly Report does not reflect or purport to reflect any information or events occurring after March 31, 2023 or modify or update those disclosures affected by subsequent events. Accordingly, this Quarterly Report should be read in conjunction with the Original Quarterly Report and the Company’s other filings with the SEC.
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	IVCP
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		5,621,910
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,250,000
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	IVCPU
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	IVCPW
Security Exchange Name	NASDAQ

Condensed Balance Sheets - USD ($)

Mar. 31, 2023

Dec. 31, 2022

Current assets:

Cash

$ 179,750

$ 461,914

Prepaid expenses

431,833

514,200

Total current assets

611,583

976,114

Investments held in Trust Account

232,121,440

229,792,494

TOTAL ASSETS

232,733,023

230,768,608

Current liabilities:

Accounts payable

21,747

51,453

Accrued offering costs

$ 311,430

Other Liability, Current, Related Party, Type [Extensible Enumeration]

Related Party [Member]

Due to Sponsor

$ 2,284

Accrued expenses

1,388,062

504,181

Accrued expenses—related party

43,516

Total current liabilities

1,767,039

912,864

Deferred underwriting fee payable

^[1]

Total liabilities

^[1]

1,767,039

912,864

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,500,000 shares issued and outstanding at redemption value of $10.31 and $10.21, respectively.

232,021,440

229,692,494

Shareholders' (Deficit) Equity

Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding

Additional paid-in capital

(Accumulated deficit) Retained earnings

^[1]

(1,056,018)

162,688

Total Shareholders' (Deficit) Equity

^[1]

(1,055,456)

163,250

TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

232,733,023

230,768,608

Common Class A [Member]

Current liabilities:

Class A ordinary shares subject to possible redemption, $0.0001 par value; 22,500,000 shares issued and outstanding at redemption value of $10.31 and $10.21, respectively.

232,021,440

229,692,494

Shareholders' (Deficit) Equity

Common Stock, Value

Common Class B [Member]

Shareholders' (Deficit) Equity

Common Stock, Value

$ 562

[1]

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Temporary Equity, Shares Outstanding	22,500,000	22,500,000
Temporary Equity, Redemption Price Per Share	$ 10.31	$ 10.21
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued	22,500,000	22,500,000
Common Class A [Member]
Temporary Equity, Shares Outstanding	22,500,000	22,500,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Temporary Equity, Shares Issued	22,500,000	22,500,000
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued	5,625,000	5,625,000
Common Stock, Shares, Outstanding	5,625,000	5,625,000

Condensed Statements Of Operations - USD ($)	3 Months Ended
Condensed Statements Of Operations - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Formation and operating costs	$ 1,218,706	$ 425,905
Loss from operations	(1,218,706)	(425,905)
Loss on sale of Private Placement Warrants	0	(30,000)
Unrealized gain on investments held in Trust Account	2,328,946	21,542
Net income (loss)	1,110,240	(434,363)
Common Class A [Member]
Net income (loss)	$ 888,192	$ (347,490)
Basic weighted average shares outstanding	22,500,000	22,000,000
Diluted weighted average shares outstanding	22,500,000	22,000,000
Basic income (loss) per share	$ 0.04	$ (0.02)
Diluted income (loss) per share	$ 0.04	$ (0.02)
Common Class B [Member]
Net income (loss)	$ 222,048	$ (86,873)
Basic weighted average shares outstanding	5,625,000	5,500,000
Diluted weighted average shares outstanding	5,625,000	5,500,000
Basic income (loss) per share	$ 0.04	$ (0.02)
Diluted income (loss) per share	$ 0.04	$ (0.02)

Condensed Statements Of Changes In Shareholders' (Deficit)) Equity - USD ($)

Total

Common Class A [Member]

Common Class B [Member]

Common Stock [Member]

Common Class A [Member]

Common Stock [Member]

Common Class B [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Beginning Balance at Dec. 31, 2021

$ (5,484,056)

$ 0

$ 575

$ 0

$ (5,484,631)

Beginning Balance, Shares at Dec. 31, 2021

5,750,000

Proceeds from Initial Public Offering allocated to Public Warrants, net of offering costs

1,181,250

Issuance of Private Placement Warrants

780,000

Forfeiture of Class B Shares by Sponsor

$ (13)

Forfeiture of Class B Shares by Sponsor, Shares

(125,000)

Accretion of Class A ordinary shares to redemption amount

(2,806,250)

(1,961,250)

(845,000)

Net income (loss)

(434,363)

$ (347,490)

$ (86,873)

(434,363)

Ending Balance at Mar. 31, 2022

(6,763,419)

$ 0

$ 562

(6,763,981)

Ending Balance, Shares at Mar. 31, 2022

5,625,000

Beginning Balance at Dec. 31, 2022

^[1]

163,250

$ 0

$ 562

162,688

Beginning Balance, Shares at Dec. 31, 2022

^[1]

5,625,000

Accretion of Class A ordinary shares to redemption amount

(2,328,946)

Net income (loss)

1,110,240

$ 888,192

$ 222,048

1,110,240

Ending Balance at Mar. 31, 2023

^[1]

$ (1,055,456)

$ 0

$ 562

$ 0

$ (1,056,018)

Ending Balance, Shares at Mar. 31, 2023

^[1]

5,625,000

[1]

Condensed Statements Of Cash Flows - USD ($)	3 Months Ended
Condensed Statements Of Cash Flows - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 1,110,240	$ (434,363)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on sale of Private Placement Warrants	0	30,000
Unrealized gain on investments held in Trust Account	(2,328,946)	(21,542)
Realized gain on investments held in Trust Account		(21,542)
Changes in operating assets and liabilities:
Prepaid expenses	82,367	100,506
Accounts payable	(29,706)	(12,402)
Accrued expenses	883,881	136,436
Accrued expenses—related party	0	3,000
Net cash used in operating activities	(282,164)	(198,365)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	0	(25,250,000)
Net cash used in investing activities	0	(25,250,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriting discount paid	0	24,500,000
Proceeds from sale of Private Placement Warrants	0	750,000
Net cash provided by financing activities	0	25,250,000
Net Change in Cash	(282,164)	(198,365)
Cash—Beginning of period	461,914	875,831
Cash—End of period	179,750	677,466
Non-cash investing and financing activities:
Accretion of Class A ordinary shares subject to redemption value	2,328,946	2,806,250
Initial accretion of Class A ordinary shares from issuance of over-allotment warrants	0	2,806,250
Deferred underwriting fee payable	0	875,000
Forfeiture of Class B ordinary shares by Sponsor	$ 0	$ 13

Description of Organization, Business Operations And Liquidity	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations And Liquidity	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN Swiftmerge Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception) through March 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 units ; (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of $200,000,000, which is described in Note 4 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,600,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Swiftmerge Holdings, LP (the “Sponsor”) and eleven qualified institutional buyers or institutional accredited investors (the “Anchor Investors”) generating gross proceeds of $8,600,000, which is described in Note 5 . On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its over-allotment option (the “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000. Following the closing of the Initial Public Offering (including the closing of the Over-Allotment Option), an aggregate amount of $227,250,000 was placed in the Company’s trust account (the “Trust Account”) established in connection with the Initial Public Offering, invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $26,958,716, consisting of $4,500,000 of cash underwriting fees, $7,875,000 of deferred underwriting fees (subsequently derecognized), $13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note 6 ) and $977,966 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6 ) and any Public Shares it holds purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, directors, advisors, Anchor Investors (as described in Note 6 ) and executive officers have agreed to waive (i) redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of their Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering , unless extended, or with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held if the Company fails to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering , unless extended. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering , unless extended . The Company has until 18 months from the closing of the Initial Public Offering , unless extended to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial redemption amount of $10.10 per share. In November 2022, the Company obtained a waiver (the “Waiver Letter) from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination. On June 15, 2023, the Company reconvened the extraordinary general meeting of the Company which had been adjourned from June 12, 2023 (the “Meeting”). At the Meeting, the shareholders of the Company approved an amendment (the “Trust Amendment”) of that certain investment management trust agreement, dated December 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Share Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination and (ii) March 15, 2024 (the “Extension Date”). At the Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to provide the Company with the right to extend the date by which the Company must consummate its initial Business Combination (the “Extension”), from June 17, 2023 to March 15, 2024 (the “Extension Amendment Proposal”). In connection with the shareholders’ vote at the Meeting, the holders of 20,253,090 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $211,918,104. After the satisfaction of such redemptions, the balance in the Trust Account was $22,858,102. Immediately following the approval of the proposals at the Meeting, the Sponsor, as the holder of 3,375,000 Class B ordinary shares, converted all 3,375,000 of such shares into the same number of Class A ordinary shares. As a result of the redemptions described above and the conversion of the Sponsor’s Class B ordinary shares, there are an aggregate of 5,621,910 Class A ordinary shares outstanding. Under Cayman Islands law, the amendments described above took effect immediately upon approval by the shareholders of the Extension Amendment Proposal, Trust Amendment Proposal and the Founder Share Amendment Proposal. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources, and Going Concern As of March 31, 2023, the Company had cash held outside of the Trust Account of $179,750 and a working capital deficit of $1,155,456. Prior to the completion of the Initial Public Offering, substantial doubt about the Company’s ability to continue as a going concern existed as the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Furthermore, unless extended, the Company will have until March 15, 2024 to complete a Business Combination. If a Business Combination is not consummated by March 15, 2024 and an extension has not been effected, there will be a mandatory liquidation and subsequent dissolution of the Company. Based on the cash forecast prepared by management as of March 31, 2023, the amounts held in the operating account will not provide the Company with sufficient funds to meet its operational and liquidity obligations up to the expiration date of March 15, 2024. Based on the above, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination or extension as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination or extension will be successful. While management expects to have sufficient access to additional sources of capital if necessary, there is no current confirmed financing commitment, and no assurance can be provided that such additional financing will become available to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.

Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2023

Accounting Standards Update and Change in Accounting Principle [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

non-cash

financial statement corrections had no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows.

The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the period, indicated:


	March 31, 2023
	As Previously Reported			Adjustments			As Restated
Condensed Balance Sheet as of March 31, 2023 (unaudited)
Deferred underwriting fee payable	$	7,875,000		$	(7,875,000	)	$	—
Total liabilities	$	9,642,039		$	(7,875,000	)	$	1,767,039
Accumulated deficit	$	(8,931,018	)	$	7,875,000		$	(1,056,018	)
Total Shareholders’ Deficit	$	(8,930,456	)	$	7,875,000		$	(1,055,456	)
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 (unaudited)
Balance at December 31, 2022	$	(7,711,750	)	$	7,875,000		$	163,250
Balance at March 31, 2023	$	(8,930,456	)	$	7,875,000		$	(1,055,456	)

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

10-K

and

10-K/A

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Ordinary Shares Subject to Possible Redemption

480-10-S99,

paid-in

As of March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:



Class A ordinary shares subject to possible redemption at December 31, 2022	$	229,692,494
Accretion of carrying value to redemption value		2,328,946

Class A ordinary shares subject to possible redemption at March 31, 2023	$	232,021,440

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—

Expenses of Offering

(subsequently derecognized),

$13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note

Income Taxes

The Company accounts for income taxes under ASC 740,

Income Taxes

more-likely-than-not

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):


	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Class A		Class B		Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net income (loss)	$	888,192	$	222,048	$	(347,490	)	$	(86,873	)

Denominator:
Basic and diluted weighted average shares outstanding		22,500,000		5,625,000		22,000,000			5,500,000

Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	(0.02	)	$	(0.02	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815,

Derivatives and Hedging

(“ASC 815”)

under which the warrants meet the criteria for equity treatment and are recorded as equity.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2023
Disclosure of Initial Public Offering [Abstract]
Initial Public Offering	NOTE 4 . INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units generating gross proceeds of $200,000,000. Each Unit consists of one Class A ordinary share and one -half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8 ). On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000.

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2023
Disclosure of Private Placement [Abstract]
Private Placement	NOTE 5 . PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor and Anchor Investors purchased an aggregate of 8,600,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant in a private placement . Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants were sold in a private placement consisting of the following amounts: (i) the Sponsor, 5,600,000 warrants (which can increase to 6,500,000 warrants if the Over-Allotment Option is exercised in full) for $5,600,000 in aggregate (which can increase to $6,500,000 if the Over-Allotment Option is exercised in full) and (ii) Anchor Investors, 3,000,000 warrants for $3,000,000 in aggregate. An amount of $6,000,000 of proceeds from the sale of the Private Placement Warrants was added to the Trust Account and an amount of $2,600,000 was deposited into the Company’s operating account. There will be no redemption rights with respect to the Private Placement Warrants if the Company does not complete a Business Combination within the Combination Period. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 750,000 Private Placement Warrants to the Sponsor, generating gross proceeds to the Company of $750,000, which was added to the Trust Account.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 . RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B ordinary shares (the “Founder Shares”). In July 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 5,750,000 Class B ordinary shares outstanding (see Note 8 ). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the underwriter’s Over-Allotment Option was not exercised in full or in part, so that the holders of the Founder Shares will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 18, 2022, in connection with the partial exercise of the underwriter’s Over-Allotment Option, the Sponsor irrevocably surrendered to the Company for cancellation and for no consideration 125,000 Class B ordinary shares resulting in 5,625,000 Class B ordinary shares outstanding. The Sponsor, the directors and the executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (x) with respect to one-half of such shares, until consummation of an initial Business Combination, (y) with respect to one-fourth of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination (the “Requisite Trading Period”) and (z) with respect to one-fourth of such shares, until the closing price of the Company’s Class A ordinary shares equals or exceeds $14.00 (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for the Requisite Trading Period. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. The Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to the completion of an initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period following the consummation of an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Additionally, the holders of the Founder Shares have agreed that the Founder Shares will not be transferred, assigned or sold until one year after the date of the consummation of an initial Business Combination provided that, such holders shall be permitted to transfer such Founder Shares if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for stock share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Anchor Investors purchased a total of 19,800,000 U nits and 3,000,000 Private Placement Warrants in the Initial Public Offering at the offering price of $10.00 per unit. Each such Anchor Investor entered into a separate agreement with the Company to purchase up to 225,000 Founder Shares at the original Founder Share purchase price of approximately $0.003 per share, or 2,250,000 Founder Shares in the aggregate. These Founder Shares were forfeited by the Sponsor back to the Company and subsequently reissued to the Anchor Investors. The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $13,612,500 or $6.05 per share. The excess of the fair value of the Founder Shares sold over the purchase price of $6,750 (or $0.003 per share) was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were charged to shareholders’ deficit. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial Public Offering. Promissory Note—Related Party On February 5, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering. On September 14, 2021, the Company and the Sponsor entered into an agreement to amend and restate the Promissory Note, extending the due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. On December 21, 2021 , the Company repaid the outstanding balance of $149,172 under the Promissory Note. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under the Promissory Note. Due to Sponsor Due to Sponsor consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. As of March 31, 2023 and December 31, 2022, there was $2,284 due to Sponsor. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. On April 8, 2022, the Company entered into Amendment no. 1 to the administrative services agreement with the Sponsor, pursuant to which the payment for office space and certain administrative and support services was reduced from up to $10,000 per month to up to $1,000 per month. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $2,600 in administrative services agreement expenses which are included in accrued expenses — related party in the accompanying condensed balance sheet. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under Working Capital Loans.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7 . COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the working capital loans) have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement entered into on the date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 18, 2022, the Company announced the closing of its sale of an additional 2,500,000 Units pursuant to the partial exercise by the underwriter of its Over-Allotment Option. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $25,000,000. The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $4,500,000 in the aggregate, upon the closing of the Initial Public Offering and including the Units sold pursuant to the Over-Allotment Option. In addition, $0.35 per Unit, or $7,875,000 in the aggregate would have been payable to the underwriter for deferred underwriting commissions. The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement . In November 2022, the Company obtained the Waiver Letter from the underwriter that waived all rights to the deferred underwriting commissions payable to the underwriter at the closing of the Company’s initial Business Combination .

Shareholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Shareholders' Equity (Deficit)

NOTE 8. SHAREHOLDERS’ EQUITY (DEFICIT)

Preference shares

—

Class A ordinary shares

—

Class B ordinary shares

—

as-converted

Warrants

The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

•

at any time after the warrants become exercisable;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

•

if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.

20-trading

day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination

(such price, the “Market Value”) is below $

9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115

% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $

18.00

per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to

180

% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

non-redeemable.

At March 31, 2023 and December 31, 2022, there were 11,250,000

Public Warrants outstanding and

9,350,000

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE

. FAIR VALUE MEASUREMENTS


Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2023
Assets
Investments held in Trust Account:
U.S. Treasury Securities Money Market Funds	$	232,121,440	$	232,121,440	$	—	$	—
December 31, 2022
Assets
Investments held in Trust Account:
U.S. Treasury Securities Money Market Funds	$	229,792,494	$	229,792,494	$	—	$	—

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 . SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the redemption of Class A ordinary shares for an aggregate redemption amount of $211,918,104 as described in Note 1 and the extension of the period to close a transaction, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than as follows below. On April 19, 2023, the Company received Nasdaq non-compliance notice with listing rule 5250 C(1). The Company filed their Form 10-K with the SEC on April 21, 2023, to regain compliance. On May 11, 2023, the Company received approval from Nasdaq to transfer its listing of its Class A ordinary shares, units and warrants from The NASDAQ Global Market to The NASDAQ Capital Market. The Company’s Class A ordinary shares, warrants and units will continue to trade under the symbols “IVCP,” “IVCPW,” and “”IVCPU”, respectively, and trading of its Class A ordinary shares, warrants and units will be unaffected by this transfer. This transfer was effective as of the opening of business on May 16, 2023. On August 11, 2023, HDL Therapeutics, Inc. (“HDL Therapeutics”), a privately held commercial stage biotech company with an FDA-approved cardiovascular therapy has signed a definitive merger agreement with the Company. Under the terms of the merger agreement, a wholly-owned subsidiary of the Company will merge with and into HDL Therapeutics after which HDL Therapeutics will be a wholly owned subsidiary of the Company, and the holders of the outstanding HDL Therapeutics preferred stock and common stock will receive a combination of cash and equity in the Company having a total value of $400 million (subject to adjustments).

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

10-K

and

10-K/A

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Ordinary Shares Subject to Possible Redemption

480-10-S99,

paid-in

As of March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:



Class A ordinary shares subject to possible redemption at December 31, 2022	$	229,692,494
Accretion of carrying value to redemption value		2,328,946

Class A ordinary shares subject to possible redemption at March 31, 2023	$	232,021,440

Offering Costs Associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1

and SEC Staff Accounting Bulletin Topic 5A—

Expenses of Offering

(subsequently derecognized),

$13,605,750 for the excess fair value of Founder Shares attributable to the Anchor Investors (as described in Note

Income Taxes

The Company accounts for income taxes under ASC 740,

Income Taxes

more-likely-than-not

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):


	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Class A		Class B		Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net income (loss)	$	888,192	$	222,048	$	(347,490	)	$	(86,873	)

Denominator:
Basic and diluted weighted average shares outstanding		22,500,000		5,625,000		22,000,000			5,500,000

Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	(0.02	)	$	(0.02	)

Concentration of Credit Risk

Fair Value of Financial Instruments

The Company applies ASC Topic 820,

Fair Value Measurement

The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in ASC 815,

Derivatives and Hedging

(“ASC 815”)

under which the warrants meet the criteria for equity treatment and are recorded as equity.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Issued Financial Statements (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Standards Update and Change in Accounting Principle [Abstract]

Summary of Effect of Restatement of Financial Statement

The following tables summarize the effect of the restatement on each financial statement line item as of the date, and for the period, indicated:


	March 31, 2023
	As Previously Reported			Adjustments			As Restated
Condensed Balance Sheet as of March 31, 2023 (unaudited)
Deferred underwriting fee payable	$	7,875,000		$	(7,875,000	)	$	—
Total liabilities	$	9,642,039		$	(7,875,000	)	$	1,767,039
Accumulated deficit	$	(8,931,018	)	$	7,875,000		$	(1,056,018	)
Total Shareholders’ Deficit	$	(8,930,456	)	$	7,875,000		$	(1,055,456	)
Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 (unaudited)
Balance at December 31, 2022	$	(7,711,750	)	$	7,875,000		$	163,250
Balance at March 31, 2023	$	(8,930,456	)	$	7,875,000		$	(1,055,456	)

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Temporary Equity

As of March 31, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:



Class A ordinary shares subject to possible redemption at December 31, 2022	$	229,692,494
Accretion of carrying value to redemption value		2,328,946

Class A ordinary shares subject to possible redemption at March 31, 2023	$	232,021,440

Schedule of Earnings Per Share, Basic and Diluted

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):


	Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
	Class A		Class B		Class A			Class B
Basic and diluted net loss per share:
Numerator:
Net income (loss)	$	888,192	$	222,048	$	(347,490	)	$	(86,873	)

Denominator:
Basic and diluted weighted average shares outstanding		22,500,000		5,625,000		22,000,000			5,500,000

Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	(0.02	)	$	(0.02	)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Summary of fair value measurements


Description	Amount at Fair Value		Level 1		Level 2		Level 3
March 31, 2023
Assets
Investments held in Trust Account:
U.S. Treasury Securities Money Market Funds	$	232,121,440	$	232,121,440	$	—	$	—
December 31, 2022
Assets
Investments held in Trust Account:
U.S. Treasury Securities Money Market Funds	$	229,792,494	$	229,792,494	$	—	$	—

Description of Organization, Business Operations And Liquidity - Additional Information (Detail)				3 Months Ended
	Jun. 15, 2023 USD ($) $ / shares shares	Jan. 18, 2022 USD ($) $ / shares shares	Dec. 17, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) Day $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Aug. 16, 2022	Dec. 31, 2021 $ / shares	Jul. 31, 2021 shares
Organization Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from Issuance of Warrants			$ 3,000,000
Cash deposited in Trust Account				$ 0	$ 25,250,000
Cash deposited in Trust Account per Unit \| $ / shares				$ 10.1
Term of restricted investments			185 days
Deferred underwriting fees				$ 0	$ 875,000
Cash				$ 179,750		$ 461,914
Number of operating businesses included in initial Business Combination \| Day				1
Minimum net worth to consummate business combination				$ 5,000,001
Percentage Of Public Shares That Can Be Redeemed Without Prior Consent				15.00%
Percentage Of Public Shares That Would Not Be Redeemed If Business Combination Is Not Completed With In Initial Combination Period				100.00%
Period to complete Business Combination from closing of Initial Public Offering				18 months
Expenses payable on dissolution				$ 100,000
Period to Redeem Public Shares if Business Combination is not completed within Initial Combination Period				10 days
Temporary Equity, Redemption Price Per Share \| $ / shares				$ 10.31		$ 10.21		$ 10.1
Working Capital Surplus				$ 1,155,456
Percentage of excise tax on repurchases of stock							1.00%
Percentage of amount of excise tax is equal to amount of fair market value of the shares repurchased							1.00%
Temporary Equity, Shares Outstanding \| shares				22,500,000		22,500,000
Assets Held-in-trust				$ 232,121,440		$ 229,792,494
Subsequent Event [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Assets Held-in-trust	$ 22,858,102
Common Class A [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Temporary Equity, Shares Outstanding \| shares				22,500,000		22,500,000
Common Stock, Shares, Outstanding \| shares				0		0
Common Class A [Member] \| Subsequent Event [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Temporary Equity, Redemption Price Per Share \| $ / shares	$ 10.4
Temporary Equity, Shares Outstanding \| shares	20,253,090
Temporary Equity, aggregate redemption amount	$ 211,918,104
Conversion of ordinary shares, Shares Issued \| shares	3,375,000
Common Stock, Shares, Outstanding \| shares	5,621,910
Common Class B [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Common Stock, Shares, Outstanding \| shares		5,625,000		5,625,000		5,625,000			5,750,000
Common Class B [Member] \| Subsequent Event [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Conversion of ordinary shares, Shares converted \| shares	3,375,000
Minimum [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Fair Market Value As Percentage Of Net Assets Held In Trust Account Included In Initial Business Combination				80.00%
Post Transaction Ownership Percentage Of The Target Business				50.00%
Private Placement Warrants [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period \| shares			8,600,000
Class of warrants or rights warrants issued issue price per warrant \| $ / shares			$ 1
Proceeds from Issuance of Warrants			$ 8,600,000
IPO [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Units issued during period new issues \| shares			20,000,000
Shares issued price per share \| $ / shares			$ 10
Gross proceeds from initial public offering		$ 25,000,000	$ 200,000,000
Cash deposited in Trust Account			227,250,000
Transaction Costs			26,958,716
Cash Underwriting Fees			4,500,000
Deferred underwriting fees			7,875,000
Excess fair value of Founder Shares attributable to Anchor Investors			13,605,750
Other Offering Costs			977,966
Sale of additional units \| shares		2,500,000
Sale of stock price per share \| $ / shares		$ 10
Private Placement [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Cash deposited in Trust Account			$ 6,000,000
Private Placement [Member] \| Private Placement Warrants [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from Issuance of Warrants		$ 750,000
Class of warrant or right number of securities called by warrants or rights \| shares		750,000

Restatement of Previously Issued Financial Statements - Summary of Effect of Restatement of Financial Statement (Detail) - USD ($)

Mar. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

Dec. 31, 2021

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Deferred underwriting fee payable

^[1]

$ 0

Total liabilities

^[1]

1,767,039

912,864

Accumulated deficit

^[1]

(1,056,018)

162,688

Total Shareholders' Deficit

(1,055,456)

^[1]

163,250

^[1]

$ (6,763,419)

$ (5,484,056)

As Previously Reported [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Deferred underwriting fee payable

7,875,000

Total liabilities

9,642,039

Accumulated deficit

(8,931,018)

Total Shareholders' Deficit

(8,930,456)

(7,711,750)

Adjustments [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Deferred underwriting fee payable

(7,875,000)

Total liabilities

(7,875,000)

Accumulated deficit

7,875,000

Total Shareholders' Deficit

$ 7,875,000

[1]

Summary Of Significant Accounting Policies - summary of class A common stock subject to possible redemption (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Temporary Equity [Line Items]
Accretion of carrying value to redemption value	$ 2,328,946	$ 2,806,250
Class A ordinary shares subject to possible redemption	232,021,440		$ 229,692,494
Common Class A [Member]
Temporary Equity [Line Items]
Accretion of carrying value to redemption value	2,328,946
Class A ordinary shares subject to possible redemption	$ 232,021,440		$ 229,692,494

Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income (loss)	$ 1,110,240	$ (434,363)
Common Class A [Member]
Numerator:
Net income (loss)	$ 888,192	$ (347,490)
Denominator:
Basic weighted average shares outstanding	22,500,000	22,000,000
Diluted weighted average shares outstanding	22,500,000	22,000,000
Basic net loss per ordinary share	$ 0.04	$ (0.02)
Diluted net loss per ordinary share	$ 0.04	$ (0.02)
Common Class B [Member]
Numerator:
Net income (loss)	$ 222,048	$ (86,873)
Denominator:
Basic weighted average shares outstanding	5,625,000	5,500,000
Diluted weighted average shares outstanding	5,625,000	5,500,000
Basic net loss per ordinary share	$ 0.04	$ (0.02)
Diluted net loss per ordinary share	$ 0.04	$ (0.02)

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		3 Months Ended
	Dec. 17, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounting Policies [Line Items]
Cash		$ 179,750		$ 461,914
Investments held in the trust account		232,121,440		229,792,494
Deferred underwriting fee payable		0	$ 875,000
Unrecognized tax benefits		0		0
Accrued interest and penalties		$ 0		$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		20,600,000
Cash insured with federal depository insurance corporation		$ 250,000
Expenses payable on dissolution		100,000
Accretion of Class A ordinary shares subject to redemption value		2,328,946	$ 2,806,250
Common Class A [Member]
Accounting Policies [Line Items]
Accretion of Class A ordinary shares subject to redemption value		2,328,946
Common Stock [Member]
Accounting Policies [Line Items]
Accretion of Class A ordinary shares subject to redemption value		$ 2,328,946
IPO [Member]
Accounting Policies [Line Items]
Transaction costs	$ 26,958,716
Cash underwriting fees	4,500,000
Deferred underwriting fee payable	7,875,000
Excess fair value of Founder Shares attributable to Anchor Investors	13,605,750
Other offering costs	$ 977,966
IPO [Member] \| Common Class A [Member]
Accounting Policies [Line Items]
Stock Issued During Period, Shares, New Issues	22,500,000
Issuance costs allocated to Class A ordinary shares	$ 24,864,388
Adjustments to additional paid in capital stock issued issuance costs	$ 2,094,328

Initial Public Offering - Additional Information (Detail) - USD ($)	Jan. 18, 2022	Dec. 17, 2021
Public Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights number of shares called by each warrant or right		1
Class of warrants or rights exercise price per share		$ 11.5
IPO [Member]
Class of Stock [Line Items]
Units issued during period new issues		20,000,000
Gross proceeds from initial public offering	$ 25,000,000	$ 200,000,000
Sale of additional units	2,500,000
Sale of stock price per share	$ 10
IPO [Member] \| Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants included In unit description		one-half of one
IPO [Member] \| Common Class A [Member]
Class of Stock [Line Items]
Number of shares included in Unit		1

Private Placement - Additional Information (Detail) - USD ($)			3 Months Ended
	Jan. 18, 2022	Dec. 17, 2021	Mar. 31, 2023	Mar. 31, 2022
Class of Stock [Line Items]
Proceeds from Issuance of Warrants		$ 3,000,000
Cash deposited in Trust Account			$ 0	$ 25,250,000
Cash deposited In to operating bank account		$ 2,600,000
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period		8,600,000
Class of warrants or rights warrants issued issue price per warrant		$ 1
Class of warrants or rights number of shares called by each warrant or right		1
Class of warrants or rights exercise price per share		$ 11.5
Proceeds from Issuance of Warrants		$ 8,600,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period		8,600,000
Private Placement [Member]
Class of Stock [Line Items]
Cash deposited in Trust Account		$ 6,000,000
Private Placement [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Warrants	$ 750,000
Class of warrant or right number of securities called by warrants or rights	750,000
Sponsor [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period		5,600,000
Proceeds from Issuance of Warrants		$ 6,500,000
Sponsor [Member] \| Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period		6,500,000
Proceeds from Issuance of Warrants		$ 5,600,000
Anchor Investors [Member] \| Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period		3,000,000

Related Party Transactions - Additional Information (Detail) - USD ($)								1 Months Ended	3 Months Ended
	Apr. 08, 2022	Jan. 18, 2022	Dec. 21, 2021	Dec. 17, 2021	Sep. 14, 2021	Feb. 08, 2021	Feb. 05, 2021	Jul. 31, 2021	Mar. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Due to Sponsor									$ 2,284	$ 2,284
Working capital loan									$ 0	$ 0
Subsequent to Initial Business Combination [Member]
Related Party Transaction [Line Items]
Holding period for transfer, assignment or sale of Founder Shares									1 year
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights warrants issued during the period				8,600,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding									0	0
Common Class B [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding		5,625,000						5,750,000	5,625,000	5,625,000
Sponsor [Member] \| Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value							$ 300,000
Debt Instrument, Maturity Date							Jul. 31, 2021
Debt Instrument, Maturity Date, Description									The Promissory Note was non-interest bearing and payable on the earlier of (i) July 31, 2021 or (ii) the completion of the Initial Public Offering.
Sponsor [Member] \| Amended Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Maturity Date					Mar. 31, 2022
Debt Instrument, Maturity Date, Description									due date to the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering.
Repayments of Related Party Debt			$ 149,172
Sponsor [Member] \| Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month				$ 10,000
Sponsor [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity warrants									$ 1,500,000
Debt instrument conversion price per warrant									$ 1
Sponsor [Member] \| Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights warrants issued during the period				5,600,000
Sponsor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services value						25,000
Stock shares issued during the period for services shares \| shares						$ 7,187,500
Stock surrendered during period shares		125,000						1,437,500
Common Stock, Shares, Outstanding		5,625,000							5,750,000
Common Stock, Other Shares, Outstanding									750,000
Percentage of Ownership after Transaction				20.00%
Anchor Investors [Member]
Related Party Transaction [Line Items]
Holding period for transfer, assignment or sale of Founder Shares									1 year
Units issued during period new issues				19,800,000
Shares issued Price Per Share				$ 10
Anchor Investors [Member] \| Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights warrants issued during the period				3,000,000
Anchor Investors [Member] \| Common Class A [Member] \| Redemption of Founder Shares [Member]
Related Party Transaction [Line Items]
Share price									$ 12
Number of trading days for determining the share price									20 days
Number of consecutive trading days for determining the share price									30 days
Anchor Investors [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Shares issued Price Per Share				$ 0.003
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares				2,250,000
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price value				$ 13,612,500
Common stock fair value per share				$ 6.05
Purchase price of founder shares offered				$ 6,750
Individual Anchor Investor [Member] \| Common Class B [Member]
Related Party Transaction [Line Items]
Purchase of Class B Shares by Anchor Investors, including excess fair value over purchase price shares				225,000
Sponsor Directors and Executive Officers [Member] \| Common Class A [Member] \| Redemption of Founder Shares Tranche Two [Member]
Related Party Transaction [Line Items]
Share price									$ 12
Number of trading days for determining the share price									20 days
Number of consecutive trading days for determining the share price									30 days
Sponsor Directors and Executive Officers [Member] \| Common Class A [Member] \| Redemption of Founder Shares Tranche Three [Member]
Related Party Transaction [Line Items]
Share price									$ 14
Holders of Founder Shares [Member] \| Common Class A [Member] \| Subsequent to Initial Business Combination [Member]
Related Party Transaction [Line Items]
Share price									$ 12
Number of trading days for determining the share price									20 days
Number of consecutive trading days for determining the share price									30 days
Waiting period after which the share trading days are considered from business combination									150 days
Related Party [Member]
Related Party Transaction [Line Items]
Due to Sponsor									$ 2,284	$ 2,284
Related Party [Member] \| Amended Promissory Note [Member]
Related Party Transaction [Line Items]
Notes payable to related party classified as current									0	$ 0
Related Party [Member] \| Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction administration expenses incurred									$ 2,600
Related Party [Member] \| Administrative Services Agreement [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Related party transaction administration expenses incurred	$ 10,000
Related Party [Member] \| Administrative Services Agreement [Member] \| Minimum [Member]
Related Party Transaction [Line Items]
Related party transaction administration expenses incurred	$ 1,000

Commitments and Contingencies - Additional Information (Detail) - USD ($)			3 Months Ended
	Jan. 18, 2022	Dec. 17, 2021	Mar. 31, 2023	Mar. 31, 2022
Commitments And Contingencies Disclosure [Line Items]
Deferred underwriting fee payable			$ 0	$ 875,000
Underwriter Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Deferred Underwriting fee incurred per unit			0.35
Deferred underwriting fee payable			$ 7,875,000
Over-Allotment Option [Member] \| Underwriter Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Underwriter overallotment option days		45 days
Additional Units that can be purchased to cover over-allotments		3,000,000
IPO [Member]
Commitments And Contingencies Disclosure [Line Items]
Cash underwriting fees		$ 4,500,000
Deferred underwriting fee payable		7,875,000
Sale of additional units	2,500,000
Sale of stock price per share	$ 10
Proceeds from initial public offering	$ 25,000,000	200,000,000
IPO [Member] \| Underwriter Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Cash underwriting fees per unit		0.2
Cash underwriting fees		$ 4,500,000

Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($)			1 Months Ended	3 Months Ended
	Jan. 18, 2022	Feb. 08, 2021	Jul. 31, 2021	Mar. 31, 2023	Dec. 31, 2022
Period to file registration statement after initial Business Combination
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par or stated value per share				$ 0.0001	$ 0.0001
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0
Temporary equity, shares issued				22,500,000	22,500,000
Temporary equity, shares outstanding				22,500,000	22,500,000
Public Warrants [Member]
Period to file registration statement after initial Business Combination
Period to exercise warrants after Business Combination				30 days
Expiration period of warrants				5 years
Period to file registration statement after initial Business Combination				20 days
Period for registration statement to become effective				60 days
Warrant redemption price				$ 0.01
Notice period to redeem warrants				30 days
Adjusted exercise price of warrants percentage				115.00%
Class of warrants or rights outstanding				11,250,000	11,250,000
Private Placement Warrants [Member]
Period to file registration statement after initial Business Combination
Period to exercise warrants after Business Combination				30 days
Class of warrants or rights outstanding				9,350,000	9,350,000
Conversion From Class B to Class A Common Stock [Member]
Period to file registration statement after initial Business Combination
Percentage of common stock issued and outstanding				20.00%
Conversion of Stock, Description				one-to-one
Common Class A [Member]
Period to file registration statement after initial Business Combination
Common stock, par value				$ 0.0001	$ 0.0001
Common stock, shares authorized				200,000,000	200,000,000
Common Stock, Voting Rights				one vote
Common stock, shares issued				0	0
Temporary equity, shares issued				22,500,000	22,500,000
Common stock, shares outstanding				0	0
Temporary equity, shares outstanding				22,500,000	22,500,000
Common Class A [Member] \| Additional Offering [Member]
Period to file registration statement after initial Business Combination
Shares issued price per share				$ 9.2
Percentage of gross proceeds on total equity proceeds				60.00%
Trading day period to calculate volume weighted average trading price				20 days
Volume weighted average price per share				$ 9.2
Common Class A [Member] \| Public Warrants [Member] \| Redemption of Warrants when Price Equals or Exceeds Eighteen Dollar [Member]
Period to file registration statement after initial Business Combination
Share price				$ 18
Number of trading days for determining the share price				20 days
Number of consecutive trading days for determining the share price				30 days
Adjusted share price percentage				180.00%
Common Class B [Member]
Period to file registration statement after initial Business Combination
Common stock, par value				$ 0.0001	$ 0.0001
Common stock, shares authorized				20,000,000	20,000,000
Common Stock, Voting Rights				one vote
Common stock, shares issued				5,625,000	5,625,000
Common stock, shares outstanding	5,625,000		5,750,000	5,625,000	5,625,000
Common Class B [Member] \| Sponsor [Member]
Period to file registration statement after initial Business Combination
Common stock, shares outstanding	5,625,000			5,750,000
Stock shares issued during the period for services value		25,000
Stock shares issued during the period for services shares \| shares		$ 7,187,500
Stock surrendered during period shares	125,000		1,437,500

Fair Value Measurements - Summary of Fair Value Measurements (Detail) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 232,121,440	$ 229,792,494
Recurring [Member] \| U.S. Treasury Securities Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	232,121,440	229,792,494
Level 1 [Member] \| Recurring [Member] \| U.S. Treasury Securities Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	232,121,440	229,792,494
Level 2 [Member] \| Recurring [Member] \| U.S. Treasury Securities Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	0	0
Level 3 [Member] \| Recurring [Member] \| U.S. Treasury Securities Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 0	$ 0

Subsequent Events - Additional Information (Detail) - Subsequent Event [Member]	Jun. 15, 2023 USD ($)
HDL Therapautics [Member] \| Merger Agreement [Member]
Subsequent Event [Line Items]
Merger aggregate consideration payable cash and equity	$ 400,000,000
Common Class A [Member]
Subsequent Event [Line Items]
Temporary equity aggregate redemption requirement	$ 211,918,104

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