ANNA

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended June 30, 2024, for Swiftmerge Acquisition Corp. (the "Company"), a Cayman Islands exempted company and special purpose acquisition company (SPAC). The Company is in the process of consummating a business combination with AleAnna Energy, LLC ("AleAnna"). Upon closing, the Company will be renamed "AleAnna, Inc." and will continue as a Delaware corporation. The Company has extended its deadline to complete a business combination to June 17, 2025.

Key Financial Metrics

Note: The Company has no operating revenue. Net income/loss is driven by operating costs offset by interest income from the Trust Account.

Material Changes vs. Prior Period

• Redemptions: During the six months ended June 30, 2024, the Company processed redemptions of approximately 1,031,997 Class A ordinary shares for an aggregate amount of approximately $11.3 million. This reduced the Trust Account balance from $24.4 million (Dec 31, 2023) to $13.5 million (June 30, 2024).
• Net Loss vs. Net Income: The Company reported a net loss of $355,510 for the three months ended June 30, 2024, compared to net income of $1,472,815 for the same period in 2023. This shift is primarily due to a significant decrease in gains on investments held in the Trust Account ($173,957 in 2024 vs. $2,685,418 in 2023) due to lower interest rates and a reduced principal balance.
• Related Party Debt: The promissory note payable to the Sponsor increased from $600,000 at December 31, 2023, to $711,000 at June 30, 2024, due to additional draws for working capital needs.
• Merger Target Change: The Company terminated its original merger agreement with HDL Therapeutics, Inc. in February 2024 and entered into a new Merger Agreement with AleAnna Energy, LLC in June 2024.

Outlook, Risks, and Management Commentary

• Going Concern: Management has determined there is substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. The Company has minimal cash outside the Trust Account ($2,633) and a significant working capital deficit. Continued operations depend on the successful consummation of the business combination with AleAnna or obtaining additional financing, for which there is no current confirmed commitment.
• Merger Status: The Merger Agreement with AleAnna provides for a domestication from the Cayman Islands to Delaware and a merger where AleAnna becomes a subsidiary. The transaction is subject to shareholder approval and other customary closing conditions.
• Internal Controls: The Company disclosed that its disclosure controls and procedures were not effective as of June 30, 2024, due to unremediated material weaknesses in internal controls over financial reporting, specifically regarding the accounting for complex financial instruments and the recording of unbilled amounts.
• Liquidity Strategy: The Company intends to use funds held outside the Trust Account for due diligence and transaction costs. If the business combination is not completed by June 17, 2025, the Company will liquidate and distribute the Trust Account funds to shareholders.

Investor Verification Checklist

• Merger Approval: Verify the status of shareholder votes required to approve the business combination with AleAnna Energy, LLC.
• Liquidity Runway: Confirm whether the Company has secured additional financing to cover operating expenses and transaction costs until the June 17, 2025 deadline, given the current cash balance of only $2,633.
• Internal Control Remediation: Review the Company's plan to remediate the material weaknesses in internal controls over financial reporting identified in Item 4.
• Redemption Rights: Understand the implications of the remaining 1,214,913 Class A shares subject to possible redemption and the potential impact on the post-merger capital structure.
• Related Party Obligations: Assess the terms of the $711,000 promissory note to the Sponsor and the potential conversion of this debt into warrants.