KnightSwan Acquisition SC 13G / KnightSwan Sponsor ownership change

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 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)
	☒	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 499103109

SCHEDULE 13G

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1	NAME OF REPORTING PERSON KnightSwan Sponsor LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,750,000

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,750,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.0%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 499103109

SCHEDULE 13G

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1	NAME OF REPORTING PERSON Brandee Daly
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,750,000

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,750,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.0%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 499103109

SCHEDULE 13G

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1	NAME OF REPORTING PERSON Teresa Carlson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,750,000

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,750,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,750,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 20.0%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 499103109

SCHEDULE 13G

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Item 1.	(a)	Name of Issuer:

		KnightSwan Acquisition Corporation

	(b)	Address of Issuer’s Principal Executive Offices:

		99 Wall Street, Suite 460
		New York, NY 10005

Item 2.	(a)	Name of Person Filing:

		This statement is filed on behalf of KnightSwan Sponsor LLC (the “Reporting Persons).

	(b)	Address of Principal Business Office or, if none, Residence:

		The principal business address of the Reporting Person is as follows:

		99 Wall Street, Suite 460
		New York, NY 10005

	(c)	Citizenship:

		See responses to Item 4 on each cover page.

	(d)	Titles of Classes of Securities:

		Class A Common Stock, par value $0.0001 per share.

	(e)	CUSIP Number:

		499103109

Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

	(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

	(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	☐	Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

	(f)	☐	Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

	(g)	☐	Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

	(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

CUSIP No. 499103109

SCHEDULE 13G

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	(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)	☐	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

	(k)	☐	Group in accordance with § 240.13d-1(b)(1)(ii)(K).

	If filing as a non-U.S. institution in accordance with § 240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

Item 4.	Ownership

	KnightSwan Sponsor LLC (“KnightSwan Sponsor”) directly owns 5,750,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of the Issuer, which are convertible into shares of the Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”). Such shares may be deemed to be indirectly owned by Brandee Daly and Teresa Carlson, who are the members of KnightSwan Sponsor and who share voting and investment discretion with respect to the shares of Class B Common Stock held of record by KnightSwan Sponsor. Each of KnightSwan Sponsor, Ms. Daly and Ms. Carlson disclaim beneficial ownership of such securities except to the extent of their direct ownership

	In addition to the securities reported on the cover pages hereto, KnightSwan Sponsor also directly owns 13,100,000 private placement warrants to purchase 13,100,000 shares of Class A Common Stock. The warrants become exercisable beginning 30 days after the completion of the Issuer’s initial business combination and expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

	Percentage ownership is based on 23,000,000 shares of Class A Common Stock and 5,750,000 shares of Class B Common Stock outstanding as of November 10, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed on November 10, 2022, and assumes conversion of all shares of Class B Common Stock into shares of Class A Common Stock.

	(a)	Amount beneficially owned:

		See responses to Item 9 on each cover page.

	(b)	Percent of class:

		See responses to Item 11 on each cover page.

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:

			See responses to Item 5 on each cover page.

		(ii)	Shared power to vote or to direct the vote:

			See responses to Item 6 on each cover page.

		(iii)	Sole power to dispose or to direct the disposition of:

			See responses to Item 7 on each cover page.

		(iv)	Shared power to dispose or to direct the disposition of:

			See responses to Item 8 on each cover page.

CUSIP No. 499103109

SCHEDULE 13G

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Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable.

Item 9.	Notice of Dissolution of Group.

	Not Applicable.

Item 10.	Certification.

	Not Applicable.

CUSIP No. 499103109

SCHEDULE 13G

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Exhibit Index

Exhibit 1

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

CUSIP No. 499103109

SCHEDULE 13G

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

KnightSwan Sponsor LLC


By:	/s/ Brandee Daly
	Name:	Brandee Daly
	Title:	Managing Member


	/s/ Brandee Daly
	Name:	Brandee Daly


	/s/ Teresa Carlson
	Name:	Teresa Carlson

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2023

KnightSwan Sponsor LLC


By:	/s/ Brandee Daly
	Name:	Brandee Daly
	Title:	Managing Member


	/s/ Brandee Daly
	Name:	Brandee Daly


	/s/ Teresa Carlson
	Name:	Teresa Carlson

KnightSwan Acquisition (KNSW) SC 13GKnightSwan Acquisition / KnightSwan Sponsor ownership change