UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1920, 2023 (July 20, 2023)

KnightSwan Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-41238	87-2165133
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

99 Wall Street, Suite 460

New York, New York

10005

(Address of principal executive offices)

(Zip Code)

(301) 613-8632

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 share of Class A common stock and one-half of one redeemable public warrant	KNSW.U	New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	KNSW	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	KNSW WS	New York Stock Exchange

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant	KNSW.U	New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	KNSW	New York Stock Exchange
Public warrants, each whole public warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	KNSW WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 85.~~01.~~03 ~~Other~~Amendments ~~Items~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

InAt ~~connection with~~ the special meeting ~~called~~of by the ~~Company~~stockholders ~~(the “Special Meeting”) to approve, among other things, an extension~~ of ~~time for~~ KnightSwan Acquisition Corporation (the “Company”) toheld ~~consummate an~~on ~~initial~~July ~~business~~20, ~~combination~~2023 (the “~~Extension~~Special ~~Amendment Proposal~~Meeting”) ~~from July 25~~, ~~2023~~stockholders toof ~~July 25, 2024, or such earlier date as determined by~~ the ~~board~~Company approved ofan ~~directors~~amendment ofto the Company’s inamended ~~its~~and ~~sole~~restated ~~and~~certificate ~~absolute~~of ~~discretion~~ incorporation (the “~~Extension~~Charter”), ~~shareholders~~to ~~holding~~extend the andate ~~aggregate~~by ofwhich ~~18,355,353 of~~ the Company’s ~~Class~~has Ato ~~ordinary~~consummate ~~shares~~a ~~exercised~~business ~~their~~combination ~~right~~from toJuly ~~redeem~~25, ~~their~~2023 ~~shares prior~~ to ~~the redemption deadline on~~ July 1825, ~~2023.~~ ~~Following~~2024 ~~the~~(or ~~withdrawals from the trust account in connection with~~ such ~~redemptions,~~earlier itdate isas ~~expected that approximately $49,183,956~~determined ~~will~~by ~~remain in~~ the ~~trust~~Company’s ~~account~~board ~~(assuming a redemption amount~~ of ~~approximately~~directors) ~~$10.55~~(the ~~per~~“Charter ~~share~~Amendment”).

~~Additionally,~~The ~~KnightSwan Sponsor LLC (the “Sponsor”), the sponsor of the~~ Company, ~~and~~filed the ~~Company~~Charter ~~entered~~Amendment ~~into non-redemption agreements (the “Non-Redemption Agreements”)~~ with ~~unaffiliated third-party investors (~~the ~~“Investors”),~~Secretary ~~including in~~of ~~the form attached hereto as Exhibit 10.1. Pursuant to the Non-Redemption Agreements, the Investors agreed not to redeem an aggregate~~State of ~~4,000,000~~the ~~Class~~State ~~A ordinary shares~~ of ~~the~~Delaware ~~Company~~on ~~(the~~July ~~“Non-Redeemed~~20, ~~Shares”) in connection with the Special Meeting~~2023. In ~~exchange~~The ~~for the~~ foregoing ~~commitments~~description ~~not~~of ~~to redeem such shares,~~ the ~~Sponsor~~Charter ~~has~~Amendment ~~agreed~~does tonot ~~transfer~~purport to ~~the~~be ~~Investors~~complete anand ~~aggregate~~is qualified ofin ~~1,332,000~~its ~~Class~~entirety ~~B ordinary shares of the Company held~~ by ~~the~~reference ~~Sponsor immediately following consummation of an initial business combination if the Investors continue~~ to ~~hold~~Exhibit ~~such Non-Redeemed Shares through the Special Meeting~~3.1 ~~The~~which ~~Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal~~ is ~~approved~~incorporated herein by ~~shareholders but will increase the amount of funds that remain in the Company’s trust account following the Special Meeting~~reference.

~~The~~Item ~~foregoing~~5.07 ~~summary~~ Submission of ~~the~~Matters ~~Non-Redemption Agreements does not purport~~ to bea ~~complete~~Vote ~~and is qualified in its entirety by reference to the form~~ of ~~Non-Redemption Agreement~~Security ~~attached hereto as Exhibit 10~~Holders.~~1 and incorporated herein by reference.~~

~~Cautionary~~At ~~Note~~the ~~Regarding~~Special ~~Forward-Looking~~Meeting, a total of 21,687,826 (75.44%) shares of ~~Statements~~the Company’s issued and outstanding common stock (the “Common Stock”) held of record at the close of business on June 30, 2023, the record date for the Special Meeting, were represented by proxy, which constituted a quorum.

~~This current~~The ~~report~~stockholders ~~includes, and oral statements made from time to time by representatives~~ of the Company ~~may~~(the ~~include,~~ “~~forward-looking statements~~Stockholders”) voted ~~within~~on the ~~meaning~~proposal ofto ~~Section~~adopt ~~27A of~~ the ~~Securities~~Charter ~~Act of 1933~~Amendment, aswhich ~~amended,~~is ~~and~~described Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding 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~~more ~~current~~detail ~~report are forward-looking statements. When used~~ in this current report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the ~~Company~~ ordefinitive ~~the~~proxy ~~Company’s~~statement ~~management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs~~ of the Company~~’s management, as well as assumptions made by, and information currently available to, the Company’s~~ ~~management.~~filed ~~Actual~~with ~~results could differ materially from those contemplated by~~ the ~~forward-looking~~Securities ~~statements~~and asExchange aCommission ~~result of certain factors detailed in~~ (the ~~Company’s filings with the~~ “SEC.”) ~~All subsequent written or oral forward-looking statements attributable to the Company or persons acting~~ on ~~the~~July ~~Company’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions~~6, ~~many~~2023 ~~of which are beyond~~ (the ~~control of the Company, including those set forth in the~~ “~~Risk~~Proxy ~~Factors~~Statement” ~~section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC~~). Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by applicable law.

NoThe ~~Offer~~final orvoting ~~Solicitation~~results for the Charter Amendment were as follows:

This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

	For		Against		Abstain
	20,874,260		813,566		0

~~Additional~~As ~~Information~~there ~~and~~were ~~Where~~sufficient votes to ~~Find~~approve the Charter Amendment, Itthe “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.

~~Information regarding how to attend the Company’s special meeting and vote is available in the Company's proxy statement, filed with the SEC on July 6, 2023 (the “Definitive Proxy Statement”).~~ The Company ~~urges investors, shareholders and other interested persons to read the Definitive Proxy Statement as well as other documents~~ filed by the ~~Company~~Charter Amendment with the ~~SEC,~~Secretary ~~because~~of ~~these documents will~~State ~~contain~~of ~~important information about~~ the ~~Company~~State ~~and the Extension Amendment Proposal. Shareholders may obtain copies~~ of ~~the~~Delaware ~~Definitive Proxy~~on ~~Statement,~~July ~~without charge~~20, ~~at the SEC’s website at www~~2023.sec.gov or by directing a request to the Company’s proxy solicitor, MacKenzie Partners, Inc, at 1407 Broadway - 27th Floor, New York, New York 10018, Toll-Free (800) 322-2885, Email: proxy@mackenziepartners.com.

Item 8.01.

Other Events.

The information disclosed under Item 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01 to the extent required herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description of Exhibits
10.1		Form of Non-Redemption Agreement
3.1		Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KNIGHTSWAN ACQUISITION CORPORATION
Date: July 19, 2023	By:	/s/ Matthew McElroy
Date: July 20, 2023	By:	/s/ Matthew McElroy
		Name:	Matthew McElroy
		Title:	Chief Financial Officer

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