Swiftmerge Acquisition Corp. announces $400M merger with HDL Therapeutics

AleAnna, Inc.

Swiftmerge (IVCP) to acquire HDL Therapeutics in all-stock/cash deal valued at $400M; $10.00 per share valuation.
Shareholders of HDL to receive up to 11M earnout shares if IVCP stock hits $12.50 or $15.00 VWAP milestones within two years.
Closing conditions include minimum $30M cash in trust after redemptions, Nasdaq listing, and shareholder approvals; Outside Closing Date March 15, 2024, extendable to June 15, 2024.
Pre-closing financing of up to $2.68M in 2023 and $3M in 2024 required for certain covenants; lock-up of 6 months post-closing with potential early release if price >= $12.00.
Board unanimously approved and recommends shareholder vote; Domestication from Cayman Islands to Delaware prior to closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AleAnna, Inc. entered into Merger Agreement with HDL Therapeutics, Inc. and IVCP Merger Sub, Inc. valued at $400,000,000 (effective 2023-08-11).

Action: entry
Agreement: merger
Counterparty: HDL Therapeutics, Inc. and IVCP Merger Sub, Inc.
Value: $400,000,000
Effective: 2023-08-11

Exact text from the filing

On August 11, 2023, Swiftmerge entered into a Merger Agreement (the “ Merger Agreement ”) with HDL Therapeutics, Inc., a Delaware corporation (“ HDL ”), and IVCP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Swiftmerge (“ Merger Sub ” and, together with Swiftmerge and HDL the “ Parties ”). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement. The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Merger Agreement, the “ Business Combination ”): (i) at the closing of the transactions contemplated by the Merger Agreement (the “ Closing ”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as a

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AleAnna, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-210882

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