8-K

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)	(Commission File Number)	(I.R.S. Employer Identification No.)

99 Wall Street, Suite 460

New York, New York 10005

(Address of principal executive offices, including zip code)

(571) 420-2333

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication 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 8.01. Other Events.

On March 11, 2022, KnightSwan Acquisition Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and public warrants (the “Public Warrants”) comprising the Units commencing on or about March 14, 2022. Each Unit consists of one share of Class A Common Stock and one-half of one redeemable Public Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “KNSW.U,” and the Class A Common Stock and Public Warrants that are separated will trade on the New York Stock Exchange under the symbols “KNSW” and “KNSW WS,” respectively. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into the shares of Class A Common Stock and Public Warrants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit     No.	Description
99.1	Press Release, dated March 11, 2022.

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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: March 14, 2022	By:	/s/ Matthew McElroy
	Name:	Matthew McElroy
	Title:	Chief Financial Officer

3

EX-99.1

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 to separately trade the shares of Class A common stock and public warrants included in the units. Shares of Class A common stock and public warrants that are separated will trade on the New York Stock Exchange under the symbols “KNSW” and “KNSW WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “KNSW.U.” No fractional public warrants will be issued upon separation of the units and only whole public warrants will trade. Holders of the units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into the shares of Class A common stock and public warrants.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2022. RBC Capital Markets, LLC served as sole book-running manager for the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About KnightSwan Acquisition Corporation

While KnightSwan, a special purpose acquisition company, may pursue an initial business combination in any industry, KnightSwan will focus on businesses at the leading edge of technological innovation in three key sectors: cloud, cybersecurity, and mission intelligence. Among the first all-female founded SPACs with an all-female board of directors, KnightSwan’s leadership team consists of Brandee Daly (Chief Executive Officer), founder and former Chief Executive Officer of C2S Consulting, and Teresa Carlson (Non-Executive Chair of the Board), President and Chief Growth Officer of Splunk.

Cautionary Note Concerning Forward-Looking Statements

This press release includes, 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 press release are forward-looking statements. When used in this press release, 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 SEC. 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 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.

Contact:

KnightSwan Acquisition Corporation

info@knightswan.com