KNSW.U / KnightSwan Acquisition Corpora Units, each consisting of one share of Class A common stock and one-half of one redeemable public warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

KNSW / KnightSwan Acquisition Corp - Class A / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

KNSW / KnightSwan Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - KNIGHTSWAN ACQUISITION CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* KnightSwan Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 499103109 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to desig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41238 KnightSwan Acquisition Corporation (Exact name of registrant as s

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 18, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): November 21, 2023 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdiction of incorporation

KnightSwan Acquisition Corporation Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

EXHIBIT 99.1 KnightSwan Acquisition Corporation Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, November 21, 2023 – KnightSwan Acquisition Corporation (NYSE: KNSW) (the “Company”), a publicly-traded special purpose acquisition company, today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

KNSW / KnightSwan Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - KNIGHTSWAN ACQUISITION CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* KnightSwan Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 499103109 (CUSIP Number) July 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate

KNSW / KnightSwan Acquisition Corp - Class A / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnightSwan Acquisition Corp. 499103109 (CUSIP Number) July 19, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐

JOINT FILING AGREEMENT

Exhibit 1 Exhibit 99.1 CUSIP No. 499103109 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of KnightSwan Acquisition Corp. dated as of July 25, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to

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 20, 2023 (July 20, 2023) Kni

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 20, 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 i

Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of KNIGHTSWAN ACQUISITION CORPORATION (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follow

Form of Non-Redemption Agreement

EXHIBIT 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July [ ], 2023 by and among KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), KnightSwan Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectivel

Financial Statements and Exhibits, Other Events

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 19, 2023 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdiction of incorporation) (C

Form of Non-Redemption Agreement

EXHIBIT 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July [•], 2023 by and among KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), KnightSwan Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively

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 10, 2023 KnightSwan Acquisit

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 10, 2023 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-411

Description of Securities of the Company.

EX-4.6 EXHIBIT 4.6 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock will consist of 200,000,000 shares of Class A common stock, $0.0001 par value, 24,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the mate

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 15, 2023 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdiction of incorporation

US4991031091 / KnightSwan Acquisition Corp. / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 KnightSwan Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 499103109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

US4991031091 / KnightSwan Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d316779dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* KNIGHTSWAN ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 499103109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of

US4991031091 / KnightSwan Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* KnightSwan Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 499103109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

US4991031091 / KnightSwan Acquisition Corp. / KnightSwan Sponsor LLC - SCHEDULE 13G Passive Investment

SC 13G 1 eh23032996513g-knsw.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnightSwan Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 499103109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filin

US4991031091 / KnightSwan Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - KNIGHTSWAN ACQUISITION CORPORATION Passive Investment

SC 13G 1 p23-0473sc13g.htm KNIGHTSWAN ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KnightSwan Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 499103109 (CUSIP Number) December 31, 2022 (Date of event which requires f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 , 2022 or ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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 , 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Financial Statements and Exhibits, Other Events

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): March 14, 2022 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdiction of incorporation) (

KnightSwan Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 14, 2022

Exhibit 99.1 KnightSwan Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 14, 2022 NEW YORK, March 11, 2022 /Business Wire/ — KnightSwan Acquisition Corporation (the “Company” or “KnightSwan”) announced that, commencing on March 14, 2022, holders of the units sold in the Company’s initial public offering of 23,000,000 units may elect

INDEX TO FINANCIAL STATEMENT Audited Financial Statement of KnightSwan Acquisition Corporation: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 25, 2022 F-3 Notes to Financial Statement F-4

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statement of KnightSwan Acquisition Corporation: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 25, 2022 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of KnightSwan Acquisition Corporation Opinion on

Apollo Management Holdings GP, LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 KnightSwan Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 499103208** (CUSIP Number) January 25, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

KnightSwan Acquisition Corporation Announces Closing of $230 Million Initial Public Offering

Exhibit 99.2 KnightSwan Acquisition Corporation Announces Closing of $230 Million Initial Public Offering NEW YORK, NY—January 27, 2022 – KnightSwan Acquisition Corporation (the “Company” or “KnightSwan”) announced the closing of its initial public offering of 23,000,000 units at a price of $10.00 per unit, which took place on January 25, 2022 and included the full exercise of the underwriter’s ov

Financial Statements and Exhibits, Other Events

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): January 31, 2022 (January 25, 2022) KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdictio

Sculptor Capital LP - SC 13G

SC 13G 1 d275705dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KNIGHTSWAN ACQUISITION CORPORATION (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 499103208 (CUSIP Number) January 21, 2022 (Date of Event Which Requires Filing of this S

Indemnity Agreement, dated January 20, 2022, between the Company and Anne K. Altman.

Exhibit 10.5 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and Anne K. Altman (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determi

Indemnity Agreement, dated January 20, 2022, between the Company and Teresa Carlson.

Exhibit 10.6 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Teresa Carlson (“Indemnitee”). RECITALS WHEREAS, the board of directors of the Company (the “Board”) has determi

Registration Rights Agreement, dated January 20, 2022, among the Company and certain security holders.

Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is made and entered into by and among KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), KnightSwan Sponsor LLC, a Delaware limited liability company (the ?Sponsor

Letter Agreement, dated January 20, 2022, among the Company, the Company’s officers and directors and the Sponsor

Exhibit 10.1 EXECUTION VERSION January 20, 2022 KNIGHTSWAN ACQUISITION CORPORATION 99 Wall Street, Suite 460 New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with that certain underwriting agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between KnightS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): January 26, 2022 (January 20, 2022) KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41238 87-2165133 (State or other jurisdictio

Indemnity Agreement, dated January 20, 2022, between the Company and Laura Price.

Exhibit 10.12 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and Laura Price (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determine

Indemnity Agreement, dated January 20, 2022, between the Company and Dr. Merlynn Carson.

Exhibit 10.7 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and Merlynn Carson (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has determi

Indemnity Agreement, dated January 20, 2022, between the Company and Matthew McElroy.

Exhibit 10.10 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and Matthew McElroy (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has deter

Indemnity Agreement, dated January 20, 2022, between the Company and Dawn Meyerriecks.

Exhibit 10.11 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Dawn Meyerriecks (“Indemnitee”). RECITALS WHEREAS, the board of directors of the Company (the “Board”) has dete

Indemnity Agreement, dated January 20, 2022, between the Company and Brandee Daly.

Exhibit 10.8 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Brandee Daly (“Indemnitee”). RECITALS WHEREAS, the board of directors of the Company (the “Board”) has determine

Indemnity Agreement, dated January 20, 2022, between the Company and S. Leslie Ireland.

Exhibit 10.9 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and S. Leslie Ireland (?Indemnitee?). RECITALS WHEREAS, the board of directors of the Company (the ?Board?) has dete

Administrative Services Agreement, dated December 1, 2021, between the Company and the Sponsor.

Exhibit 10.13 KNIGHTSWAN ACQUISITION CORPORATION 99 Wall Street, Suite #460 New York, NY 10005 December 1, 2021 KNIGHTSWAN SPONSOR LLC c/o KnightSwan Acquisition Corporation 99 Wall Street, Suite #460 New York, NY 10005 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement is entered into by and between KnightSwan Acquisition Corporation (the “Company”), and KnightSwan

Investment Management Trust Agreement, dated January 20, 2022, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited pur

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K (File No. 001-41238) filed with the Securities and Exchange Commission on January 26, 2021).

EX-3.1 3 d253933dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION January 20, 2022 KNIGHTSWAN ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “KnightSwan Acquisition Corporation”. The original certificate of inco

Underwriting Agreement, dated January 20, 2022, between the Company and RBC.

EX-1.1 2 d253933dex11.htm EX-1.1 Exhibit 1.1 KNIGHTSWAN ACQUISITION CORPORATION 20,000,000 Units Underwriting Agreement January 20, 2022 RBC Capital Markets, LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 Ladies and Gentlemen: KnightSwan Acquisition Corporation, a Delaware corporation (the “Compan

Private Placement Warrants Purchase Agreement, dated January 20, 2022, between the Company and the Sponsor.

Exhibit 10.4 EXECUTION VERSION PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is entered into by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and KnightSwan Sponsor LLC, a Delaware limited li

Public Warrant Agreement, dated January 20, 2022, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 EXECUTION VERSION PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agen

Private Warrant Agreement, dated January 20, 2022, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.2 EXECUTION VERSION PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of January 20, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant ag

KnightSwan Acquisition Corporation Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 KnightSwan Acquisition Corporation Announces Pricing of $200 Million Initial Public Offering NEW YORK, NY—January 20, 2022 – KnightSwan Acquisition Corporation (the “Company”), a special purpose acquisition company, announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange and trade u

$200,000,000 KnightSwan Acquisition Corporation 20,000,000 Units

424B4 1 d242989d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 261856 PROSPECTUS $200,000,000 KnightSwan Acquisition Corporation 20,000,000 Units KnightSwan Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KNIGHTSWAN ACQUISITION CORPORATION (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KNIGHTSWAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 87-2165133 (State or jurisdiction of incorporation or organization) (I.R.S. Employer Identificat

KNIGHTSWAN ACQUISITION CORP. 99 Wall Street, Suite 460 New York, New York 10005

KNIGHTSWAN ACQUISITION CORP. 99 Wall Street, Suite 460 New York, New York 10005 January 18, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Joseph Ambrogi Re: KnightSwan Acquisition Corporation Registration Statement on Form S-1 Filed December 22, 2021, as amended File No. 333-261856 Dear Ladies and Gentlemen: P

* * * [Signature page follows]

CORRESP 1 filename1.htm January 18, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Joseph Ambrogi Re: KnightSwan Acquisition Corporation Registration Statement on Form S-1 Filed December 22, 2021, as amended File No. 333-261856 Dear Mr. Ambrogi: Pursuant to Rule 461 of the General Rules and Regula

Securities Subscription Agreement, dated as of August 13, 2021, between the Registrant and the Sponsor.

Exhibit 10.2 EXECUTION VERSION KNIGHTSWAN ACQUISITION CORPORATION 5708 Inspiration Terrace Bradenton, Florida 34210 August 13, 2021 KnightSwan Sponsor LLC 5708 Inspiration Terrace Bradenton, Florida 34210 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer KnightSwan Sponsor LLC (the ?Subscriber? or ?you?) has made to purchase 5,750,000 shares of Class B

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust compan

Form of Code of Ethics and Business Conduct.

Exhibit 14 KNIGHTSWAN ACQUISITION CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS (Effective as of [ ], 2022) I.

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capa

As filed with the U.S. Securities and Exchange Commission on January 14, 2022.

S-1/A 1 d242989ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on January 14, 2022. Registration No. 333-261856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter)

Form of Underwriting Agreement.

Exhibit 1.1 KNIGHTSWAN ACQUISITION CORPORATION 20,000,000 Units Underwriting Agreement [?], 2022 RBC Capital Markets, LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 Ladies and Gentlemen: KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), proposes to sell to the several und

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION [ ], 2022 KNIGHTSWAN ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?KnightSwan Acquisition Corporation?. The original certificate of incorporation of the Corporation was

As filed with the U.S. Securities and Exchange Commission on December 22, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on December 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KnightSwan Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 87-2165133 (State or other jurisdiction

Form of Letter Agreement among the Registrant, the Sponsor and director and executive officer of the Registrant.

Exhibit 10.7 [ ], 2021 KNIGHTSWAN ACQUISITION CORPORATION 99 Wall Street, Suite 460 New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between KnightSwan Acquisition Corporati

Securities Subscription Agreement, dated as of August 13, 2021, between the Registrant and the Sponsor.

Exhibit 10.2 KNIGHTSWAN ACQUISITION CORPORATION 5708 Inspiration Terrace Bradenton, Florida 34210 August 13, 2021 KnightSwan Sponsor LLC 5708 Inspiration Terrace Bradenton, Florida 34210 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer KnightSwan Sponsor LLC (the ?Subscriber? or ?you?) has made to purchase 7,187,500 shares of Class B common stock (the

Consent of Dawn Meyerriecks.

EX-99.4 Exhibit 99.4 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Specimen Warrant Certificate.

EX-4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER W–[ ] [ ] WARRANTS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] WARRANTS THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW KNIGHTSWAN ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware THIS WARRANT CERTIFICATE CERT

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust compan

Promissory Note, dated August 13, 2021, issued by the Registrant to the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER (

Specimen Unit Certificate.

EX-4.1 4 d242989dex41.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER U–[ ] [ ] UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] KNIGHTSWAN ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE PUBLIC WARRANT, EACH WHOLE PUBLIC WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT [ ] is the

Consent of Laura Price.

EX-99.5 Exhibit 99.5 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.5 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is entered into by and between KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), and KnightSwan Sponsor LLC, a Delaware limited liability company (

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such

Form of Registration and Stockholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is made and entered into by and among KnightSwan Acquisition Corporation, a Delaware corporation (the ?Company?), KnightSwan Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the under

Specimen Class A Common Stock Certificate.

EX-4.2 Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER C–[ ] [ ] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] KNIGHTSWAN ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT [ ] IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF KNIGHTSWAN ACQUISIT

Form of Indemnity Agreement.

EX-10.6 15 d242989dex106.htm EX-10.6 Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, the board of directors of the Company (the “Board”) ha

Consent of Dr. Merlynn Carson.

Exhibit 99.2 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION August 13, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is KnightSwan Acquisition Corporation (the

Consent of Anne K. Altman.

EX-99.1 Exhibit 99.1 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Consent of S. Leslie Ireland.

EX-99.3 Exhibit 99.3 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capa

Form of Amended and Restated Certificate of Incorporation.

EX-3.2 Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION [ ], 2021 KNIGHTSWAN ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “KnightSwan Acquisition Corporation”. The original certificate of incorporation of the Corporat

Administrative Support Agreement between the Registrant and the Sponsor.

EX-10.8 Exhibit 10.8 KNIGHTSWAN ACQUISITION CORPORATION 99 Wall Street, Suite #460 New York, NY 10005 December 1, 2021 KNIGHTSWAN SPONSOR LLC c/o KnightSwan Acquisition Corporation 99 Wall Street, Suite #460 New York, NY 10005 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement is entered into by and between KnightSwan Acquisition Corporation (the “Company”), and Knig

CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION August 13, 2021

EX-3 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF KNIGHTSWAN ACQUISITION CORPORATION August 13, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is KnightSwan Acquisit

Consent to Being Named as a Director Nominee

Exhibit 99.4 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

As submitted confidentially to the U.S. Securities and Exchange Commission on December 8, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

DRS 1 filename1.htm As submitted confidentially to the U.S. Securities and Exchange Commission on December 8, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION

FORM OF PUBLIC WARRANT AGREEMENT

EX-4 3 filename3.htm Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant

KNIGHTSWAN ACQUISITION CORPORATION 5708 Inspiration Terrace Bradenton, Florida 34210

EX-10 6 filename6.htm Exhibit 10.2 KNIGHTSWAN ACQUISITION CORPORATION 5708 Inspiration Terrace Bradenton, Florida 34210 August 13, 2021 KnightSwan Sponsor LLC 5708 Inspiration Terrace Bradenton, Florida 34210 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer KnightSwan Sponsor LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Clas

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER (

Consent to Being Named as a Director Nominee

Exhibit 99.1 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Consent to Being Named as a Director Nominee

Exhibit 99.5 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Consent to Being Named as a Director Nominee

Exhibit 99.2 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Consent to Being Named as a Director Nominee

Exhibit 99.3 Consent to Being Named as a Director Nominee In connection with the filing by KnightSwan Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

FORM OF PRIVATE WARRANT AGREEMENT

EX-4 4 filename4.htm Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between KnightSwan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warran

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 December 8, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission 100 F Street, N.