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~~November 2021, 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)

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 53.0301 ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing.

AtThe ~~the~~information ~~special~~under ~~meeting~~Item ~~of the stockholders of KnightSwan Acquisition~~8.01 ~~Corporation~~regarding (the ~~“Company”)~~delisting ~~held~~by ~~on July 20, 2023 (~~the ~~“Special~~New ~~Meeting”),~~York ~~stockholders~~Stock ofExchange ~~the Company approved an amendment to the Company’s amended and restated certificate of incorporation~~ (the “~~Charter~~NYSE”) tois ~~extend the~~incorporated ~~date~~into bythis ~~which~~Item ~~the~~3.01 ~~Company has to consummate a business combination from July 25, 2023 to July 25, 2024 (or such earlier date as determined~~ by ~~the Company’s board of directors) (the “Charter Amendment”)~~reference.

~~The~~Item ~~Company filed the Charter Amendment with the Secretary of State of the State of Delaware on July 20, 2023~~8.01 ~~The~~Other ~~foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3~~Events.~~1 which is incorporated herein by reference.~~

~~Item~~On 5November 21, 2023, KnightSwan Acquisition Corporation (the “Company”) issued a press release announcing that it will redeem all of its outstanding shares of Class A common stock, par value $0.070001 ~~Submission~~(the “Class A Common Stock”), effective as of ~~Matters~~the toclose aof ~~Vote~~business on December 6, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of ~~Security~~Incorporation, ~~Holders~~as amended, and that the previously disclosed non-binding letter of intent has been terminated in accordance with its terms. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

AtThe Company expects that the ~~Special~~last ~~Meeting,~~day aof ~~total~~trading of ~~21,687,826~~the ~~(75.44%)~~Class ~~shares~~A Common Stock and units of the Company’s ~~issued~~on ~~and~~the ~~outstanding~~NYSE ~~common~~will ~~stock~~be (December 5, 2023, following which the Company ~~“Common~~expects ~~Stock”)~~that ~~held~~the ofNYSE ~~record~~will atfile a Form 25 with the ~~close~~United ofStates ~~business~~Securities and Exchange Commission (the “Commission”) to delist its securities on ~~June~~or 30about December 6, 2023,. ~~the~~The ~~record~~Company ~~date~~thereafter ~~for~~expects to file a Form 15 with the ~~Special~~Commission ~~Meeting,~~to ~~were~~terminate the ~~represented~~registration byof ~~proxy,~~its ~~which~~securities ~~constituted~~under athe ~~quorum~~Securities and Exchange Act of 1934, as amended.

~~The~~Forward-Looking stockholders of the Company (the “Stockholders”) voted on the proposal to adopt the Charter Amendment, which is described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2023 (the “Proxy Statement”).Statements

~~The~~This ~~final~~communication ~~voting~~may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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 communication are forward-looking statements. When used in this communication, 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 or the Company’s 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. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual report on Form 10-K for the ~~Charter~~fiscal ~~Amendment~~year ~~were~~ended December 31, 2022, filed with the Commission on March 24, 2023. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as ~~follows:~~required by law.

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

Item 9.01. Financial Statements and Exhibits.

As(d) ~~there were sufficient votes to approve the Charter Amendment, the “Adjournment Proposal” described in the Proxy Statement was not presented to the Stockholders.~~Exhibits:

The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on July 20, 2023.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated November 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 8.01. Other Events.~~SIGNATURE

~~The~~Pursuant ~~information~~to ~~disclosed~~the ~~under~~requirements ~~Item~~of ~~5.03~~the ~~and~~Securities ~~Item~~Exchange ~~5.07~~Act of ~~this~~1934, ~~Current Report~~the isregistrant ~~incorporated~~has byduly ~~reference~~caused ~~into~~ this ~~Item~~report ~~8.01~~ to be signed on its behalf by the ~~extent~~undersigned ~~required~~hereunto ~~herein~~duly authorized.

Item 9.01. Financial Statements and Exhibits.

	KNIGHTSWAN ACQUISITION CORPORATION


Date: November 21, 2023	By:	/s/ Matthew McElroy
		Name:	Matthew McElroy
		Title:	Chief Financial Officer

(d) Exhibits:

Exhibit No.		Description of Exhibits
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

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