Queen's Gambit Growth Capital and Swvl
announce effectiveness of F-4 registration statement
Upon closing, the combined company's Class A
ordinary shares and warrants are expected to be listed on NASDAQ
under the ticker symbols "SWVL" and "SWVLW", respectively
Growth capital infusion will further
accelerate global organic and inorganic expansions building on
current strong momentum
NEW YORK,
March 15, 2022
/PRNewswire/ -- Queen's Gambit Growth Capital ("Queen's Gambit")
(NASDAQ: GMBT), the first special purpose acquisition company
founded and led entirely by women, and Swvl Inc. ("Swvl" or the
"Company"), a global provider of transformative tech-enabled mass
transit solutions, today announced that the U.S. Securities and
Exchange Commission (the "SEC") has declared Pivotal Holdings
Corp's, a wholly owned subsidiary of Swvl, ("Holdings")
registration statement on Form F-4 (File No. 333-259800) (as
amended, the "Registration Statement") effective, relating to the
previously announced business combination among Queen's Gambit,
Swvl and Holdings.
Queen's Gambit will hold an extraordinary general meeting of
shareholders (the "Shareholders' Meeting") to approve the proposed
business combination and related matters on March 30, 2022 at 10:00
a.m. ET at the offices of Vinson & Elkins L.L.P.
located at 1114 Avenue of the Americas, 32nd Floor,
New York, NY 10036 and virtually
via a live webcast available at
https://www.cstproxy.com/queensgambitspac/2022. Shareholders of
record as of March 9, 2022 are
entitled to vote at the Shareholders' Meeting. Every shareholders'
vote is important, regardless of the number of shares held.
Accordingly, Queen's Gambit requests that each shareholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible so that their votes arrive no later than
11:59 p.m. ET on March 29, 2022, to ensure that the shareholder's
shares will be represented at the Shareholders' Meeting.
Shareholders that hold shares in "street name" (i.e., those
shareholders whose shares are held of record by a broker, bank or
other nominee) should contact their broker, bank or nominee to
provide instructions on how to vote their shares and ensure that
their shares are voted.
Queen's Gambit has filed with the SEC a definitive proxy
statement (the "Proxy Statement") relating to the Shareholders'
Meeting and has commenced mailing of the Proxy Statement and voting
instructions to shareholders of record.
If any individual Queen's Gambit shareholder does not receive
the Proxy Statement, such shareholder should (i) confirm their
Proxy Statement's status with their broker or (ii) contact Morrow
Sodali LLC, Queen's Gambit's proxy solicitor, for assistance via
e-mail at GMBT.info@investor.morrowsodali.com or toll-free call at
(800) 662-5200. Banks and brokers can place a collect call to
Morrow Sodali at (203) 658-9400, or contact Queen's Gambit at 55
Hudson Yards, 44th Floor, New
York, NY 10001.
The Queen's Gambit Board of Directors unanimously recommends
that shareholders vote "FOR" the SPAC merger proposal, the Company
merger proposal and the other proposals set forth in the Proxy
Statement.
Victoria Grace, Founder and
CEO of Queen's Gambit Growth Capital, said, "With a diversified
business underpinned by proprietary, cutting-edge technology, Swvl
is well-positioned to create sustainable long-term value for
investors and all stakeholders. We look forward to presenting the
business combination to Queen's Gambit shareholders and encourage
them to support this transaction, which will enable Swvl to further
transform the $1 trillion global mass
transit market and empower massively underserved populations around
the world."
Mostafa Kandil, Swvl Founder
and CEO, said, "We are excited to reach this important
milestone, which represents one of the final steps toward closing
our transformative transaction with Queen's Gambit. Our business is
demonstrating significant momentum across each of our core
segments, and we are confident that this transaction will enable us
to accelerate our growth trajectory, providing transformative mass
transit solutions to additional geographies around the world."
Youssef Salem, Swvl CFO,
said, "The combined company expects to use the proceeds from the
business combination to fund and accelerate Swvl's global growth
strategy, executing on new marketplace and software as a service
market launches. With this infusion of growth capital and public
currency, we expect to be even better positioned to pursue further
organic and inorganic strategic initiatives after our recent
acquisitions of controlling interests in Shotl and Viapool,
investments in mass transit platforms in the United Kingdom and Mexico and launches across Latin America and Europe. We will continue to pursue further
substantive expansions, partnerships, and new revenue
opportunities, which we expect to add significant shareholder
value."
If the proposals at the Shareholders' Meeting are approved, the
business combination is expected to close on or around March 31, 2022, subject to satisfaction of
customary closing conditions. Upon completion of the proposed
business combination, the combined public company will be named
Swvl Holdings Corp and its Class A ordinary shares and warrants are
expected to be listed on NASDAQ under the ticker symbols "SWVL" and
"SWVLW", respectively.
Recent Momentum and Business Highlights
Since announcing its proposed business combination with Queen's
Gambit, Swvl has been rapidly executing on its long-term growth
strategy, demonstrating strong execution across organic growth
initiatives, complementary acquisitions, strategic partnerships,
new market expansions and significant board appointments:
- Acquired a controlling interest in Shotl, expanding Swvl's
platform into Europe, LatAm and
APAC with the addition of 22 cities across 10 countries.
- Acquired a controlling interest in Viapool, a mass transit
platform operating in Argentina
and Chile with more than 80
corporate clients.
- Formed a partnership with Paynas, a digital platform that
provides integrated financial services, to empower Swvl captains
with integrated financial services capabilities.
- Entered into agreements for an additional $21.5 million of common shares in a private
placement ("PIPE") with additional new flagship investors including
European Bank for Reconstruction and Development. These new
investors are in addition to a distinguished group of global
strategic and financial investors providing fully committed PIPE
financing for the transaction, including Agility, Luxor Capital
Group, Chimera, and Zain.
- Entered into a strategic partnership with leading blockchain
technologies company Concordium to leverage blockchain technologies
to develop transformative next generation mass transit systems.
- Appointed a world-class Board of Directors that brings
extensive financial, technology and automotive experience and
reflects the diversity of the Company's stakeholder base. The
post-combination Board includes three highly experienced women and
technology leaders – Victoria Grace,
Lone Fønss Schrøder, and Esther
Dyson – and W. Steve
Albrecht, Ex-President of the American Accounting
Association, who will serve as chair of the combined company's
audit committee.
- Appointed new senior leaders including Juan Batiz, Global Head of Policy; Enrique Gonzalez, Global Head of Legal; and
Leandro Aliseda, Head of LatAm
Public Sector, each of whom brings more than 20 years of relevant
experience to Swvl and will significantly enhance the Company's
ability to scale its platform in key geographies, while attracting
top talent.
- Achieved exceptional third quarter financial results,
delivering 3.6x quarter-on-quarter growth, 83 percent utilization
and 500k active users while
increasing full-year 2022 topline guidance by approximately 10
percent to $155 million, up from
previous guidance of $141
million.
- Released Swvl's first annual Environmental, Social and
Governance ("ESG") Report, which highlights the Company's continued
commitment to empowering individuals to realize greater social and
economic equity and operating with sustainable business
practices.
- Announced that Swvl has exceeded an important milestone in its
rapid geographic expansion with a footprint of 115 cities across 18
countries on four continents, significantly outperforming its
current business plan and financial projections.
About Swvl
Swvl is a global provider of transformative tech-enabled mass
transit solutions, offering intercity, intracity, B2B and B2G
transportation across 115 cities in 18 countries. The Company's
platform provides complimentary semi-private alternatives to public
transportation for individuals who cannot access or afford private
options. Every day, Swvl's parallel mass transit systems are
empowering individuals to go where they want, when they want –
making mobility safer, more efficient, accessible, and
environmentally friendly. Customers can book their rides on an
easy-to-use proprietary app with varied payment options and 24 / 7
access to high-quality private buses and vans.
Swvl was co-founded by Mostafa
Kandil, who launched Carmudi in the Philippines, which became the largest car
classifieds platform in the country in just six months. He then
served as Rocket Internet's Head of Operations. In 2016, Kandil
joined Careem, a ride-sharing company and the first unicorn in the
Middle East, where he launched
services in multiple new markets.
For additional information about Swvl, please visit
www.swvl.com.
Additional Information and Where to Find It
This news release relates to a proposed transaction among Swvl,
Holdings and Queen's Gambit. This news release does not constitute
an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the proposed transaction, Holdings filed the Registration
Statement with the SEC, which was declared effective by the SEC on
March 15, 2022, which includes a
joint proxy statement/prospectus. Queen's Gambit and Holdings also
will file other documents regarding the proposed transaction with
the SEC. Before making any voting decision, investors and security
holders of Queen's Gambit are urged to read the Registration
Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about the proposed
transaction.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS
THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE
BUSINESS COMBINATION. Investors and security holders can obtain
copies of these documents and other documents filed with the SEC
free of charge at www.sec.gov. The definitive proxy statement/final
prospectus has been mailed to shareholders of Queen's Gambit as of
March 9, 2022 for voting on the
business combination. Shareholders of Queen's Gambit can also
obtain copies of the proxy statement/prospectus without charge at
the SEC's website at www.sec.gov, or by directing a request to:
Queen's Gambit Growth Capital, 55 Hudson Yards, 44th Floor,
New York, New York, 10001.
Participants in the Solicitation
Queen's Gambit, Swvl and Holdings and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Queen's Gambit's shareholders in
connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names
and interests in the business combination of the directors and
officers of Holdings, Swvl and Queen's Gambit in the Registration
Statement. Information about Queen's Gambit's directors and
executive officers is also available in Queen's Gambit's Annual
Form 10-K for the fiscal year ended December
31, 2020 and other relevant materials filed with the SEC.
You may obtain a free copy of these documents as described in the
preceding paragraph.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook" and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding future events, the proposed business
combination among Swvl, Holdings and Queen's Gambit, the estimated
or anticipated future results and benefits of the combined company
following the business combination, including the likelihood and
ability of the parties to successfully consummate the business
combination, future opportunities for the combined company and
other statements that are not historical facts.
These statements are based on the current expectations of Swvl
and/or Queen's Gambit's management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Swvl and Queen's
Gambit. These statements are subject to a number of risks and
uncertainties regarding Swvl's business and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions, including but not
limited to the economic and operational disruptions and other
effects of the COVID-19 pandemic; the inability of the parties to
consummate the business combination or the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; the number of
redemption requests made by Queen's Gambit's shareholders in
connection with the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the risk that the
approval of the shareholders of Swvl or Queen's Gambit for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
additional information that may later arise in connection with
preparation of the Registration Statement and proxy materials, or
after the consummation of the business combination as a result of
the limited time Queen's Gambit had to conduct due diligence; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the ability of the combined company to
execute its growth strategy, manage growth profitably and retain
its key employees; competition with other companies in the mobility
industry; Swvl's limited operating history and lack of experience
as a public company; the lack of, or recent implementation of,
certain policies and procedures to ensure compliance with
applicable laws and regulations, including with respect to
anti-bribery, anti-corruption, and cyber protection; the risk that
Swvl is not able to execute its growth plan, which depends on
rapid, international expansion; the risk that Swvl is unable to
attract and retain consumers and qualified drivers and other high
quality personnel; the risk that Swvl is unable to protect and
enforce its intellectual property rights; the risk that Swvl is
unable to determine rider demand to develop new offerings on its
platform; the difficulty of obtaining required registrations,
licenses, permits or approvals in jurisdictions in which Swvl
currently operates or may in the future operate; the fact that Swvl
currently operates in and intends to expand into jurisdictions that
are, or have been, characterized by political instability, may have
inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect
foreign investment or involvement; the risk that Swvl's drivers
could be classified as employees, workers or quasi-employees in the
jurisdictions they operate; the fact that Swvl has operations in
countries known to experience high levels of corruption and is
subject to territorial anti-corruption laws in these jurisdictions;
the ability of Holdings to obtain or maintain the listing of its
securities on a U.S. national securities exchange following the
business combination; costs related to the business combination;
Swvl's acquisition of a controlling interest in Shotl may not be
beneficial to Swvl as a result of the cost of integrating
geographically disparate operations and the diversion of
management's attention from its existing business, among other
things; and other risks that will be detailed from time to time in
filings with the SEC. The foregoing list of risk factors is not
exhaustive. There may be additional risks that Swvl presently does
not know or that Swvl currently believes are immaterial that could
also cause actual results to differ from those contained in
forward-looking statements. In addition, forward-looking statements
provide Swvl's expectations, plans or forecasts of future events
and views as of the date of this communication. Swvl anticipates
that subsequent events and developments will cause Swvl's
assessments and projections to change. However, while Swvl may
elect to update these forward-looking statements in the future,
Swvl specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Swvl's assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
No Offer or Solicitation
This news release is for informational purposes only and is not
a "solicitation" as defined in Section 14 of the Securities
Exchange Act of 1934, as amended. This news release is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
in any jurisdiction pursuant to the business combination or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer 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.
Media Contact
Daniel Yunger
Kekst CNC
kekst-swvl@kekstcnc.com
917-574-8582
Investor Contact
Youssef Salem
Swvl CFO
Investor.relations@swvl.com
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SOURCE Swvl Inc.