F-4/A
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As filed with the Securities and Exchange Commission on September 30, 2021.

Registration No. 333-259800

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Pivotal Holdings Corp

(Exact name of registrant as specified in its charter)

 

 

 

British Virgin Islands   7372   98-1614508
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

+971 42241293

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Mostafa Kandil
Youssef Salem
Swvl Inc.
The Offices 4, One Central
Dubai World Trade Centre
Dubai, UAE
+971 42241293
  O. Keith Hallam
Nicholas A. Dorsey
C. Daniel Haaren
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
  Victoria Grace
Queen’s Gambit Growth Capital
55 Hudson Yards, 44th Floor
New York, NY 10001
(917) 907-4618
  Brenda Lenahan
E. Ramey Layne
Caroline Blitzer Phillips Vinson & Elkins L.L.P.
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
(212) 237-0000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company   ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.   ☐

 

 


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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class
of Securities to be Registered (1)
 

Amount to be

Registered

  Proposed Maximum
Offering Price Per Share
  Proposed Maximum
Aggregate Offer Price
  Amount of Registration Fee

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one warrant (2)

  5,742,417   $10.12 (7)   $58,113,260.04   $6,340.16 (8)

Class A Ordinary Shares, par value $0.0001 per share (3)(6)

 

159,716,814

  $9.88 (9)  

$1,578,002,122.32

  $172,160.03 (8)

Warrants (4)

  17,433,333   $0.81 (10)  

$14,120,999.73

  $1,540.60 (8)

Class A Ordinary Shares, par value $0.0001 per share, issuable upon exchange of Warrants (5)(6)

  17,433,333   $11.50 (11)   $200,483,329.50   $21,872.73 (8)

Total

  —     —    

$1,850,719,711.59

 

$201,913.52 (12)

 

 

(1)

All securities being registered are issued by Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Holdings”), in connection with the proposed business combination described in the enclosed proxy statement/prospectus (the “Business Combination”) among Holdings, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”), and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (“BVI Merger Sub”). Upon the consummation of the Business Combination, Holdings will change its name to “Swvl Holdings Corp”.

(2)

Consists of up to 5,742,417 units of Holdings (each, a “Holdings Unit”), with each Holdings Unit consisting of one Class A ordinary share, par value $0.0001, of Holdings (each, a “Holdings Common Share A”) and one-third of one warrant of Holdings (each whole warrant exercisable for one Holdings Common Share A) (each whole warrant, a “Holdings Warrant”). The Holdings Units are issuable in exchange for up to 5,742,417 units of SPAC (each, a “SPAC Unit”), with each SPAC Unit consisting of one Class A ordinary share, par value $0.0001, of SPAC (each, a “SPAC Class A Ordinary Share”) and one-third of one warrant of SPAC (each whole warrant exercisable for one SPAC Class A Ordinary Share) (each whole warrant, a “SPAC Warrant”). Upon the consummation of the Business Combination, all Holdings Units will be separated into their component securities.

(3)

Consists of (a) 34,500,000 Holdings Common Shares A to be issued to holders of SPAC Class A Ordinary Shares, including SPAC Class A Ordinary Shares included in the outstanding SPAC Units, (b) 8,625,000 Holdings Common Shares A to be issued to holders of SPAC Class B Ordinary Shares and (c) up to 116,591,814 Holdings Common Shares A to be issued to the existing securityholders of Swvl, including (i) 92,339,965 Holdings Common Shares A to be issued to existing holders of Swvl’s ordinary common shares A of no par value (“Swvl Common Shares A”), ordinary common shares B of no par value (“Swvl Common Shares B”), preferred shares of no par value and outstanding convertible notes (excluding the exchangeable notes issued in connection with the entry into the Business Combination Agreement) upon the consummation of the Business Combination, (ii) up to 9,251,849 Holdings Common Shares A that may be issued after consummation of the Business Combination to holders of existing options to purchase Swvl Common Shares B (“Swvl Options”) and (iii) up to 15,000,000 Holdings Common Shares A that may be issued after consummation of the Business Combination pursuant to the earnout provisions of the business combination agreement described in the enclosed proxy statement/prospectus (the “Business Combination Agreement”).

(4)

Consists of Holdings Warrants issuable in the Business Combination in exchange for (a) 11,500,000 SPAC Warrants that were sold as part of the SPAC Units in SPAC’s initial public offering and (b) 5,933,333 SPAC Warrants that were sold to SPAC’s sponsor in a private placement.

(5)

Consists of Holdings Common Shares A issuable upon exercise of Holdings Warrants.

(6)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(7)

Based on the average of the high and low trading prices of the SPAC Units on September 21, 2021, pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act.

(8)

Calculated by multiplying the proposed maximum aggregate offering price of the securities to be registered by 0.0001091.

(9)

Based on the average of the high and low trading prices of the SPAC Class A Ordinary Shares on September 21, 2021, pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act.

(10)

Based on the average of the high and low trading prices of the SPAC Warrants on September 21, 2021, pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act.

(11)

Based on the exercise price of the Holdings Warrants, pursuant to Rule 457(g) promulgated under the Securities Act.

(12)

Previously paid.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and is subject to completion or amendment. A registration statement relating to the securities described herein has been filed with the Securities and Exchange Commission. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or sale is not permitted.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED SEPTEMBER 30, 2021

 

Prospectus of:   Proxy Statement of:
Pivotal Holdings Corp   Queen’s Gambit Growth Capital

            , 2021

On July 28, 2021, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl” or the “Company”), and Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (“SPAC”), entered into that certain Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, SPAC, Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of the Company (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”), and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (“BVI Merger Sub”).

Pursuant to the Business Combination Agreement, among other things, (a) SPAC will merge with and into Cayman Merger Sub (the “SPAC Merger”), with Cayman Merger Sub surviving the SPAC Merger (Cayman Merger Sub, in its capacity as the surviving company of the SPAC Merger, the “SPAC Surviving Company”) and becoming the sole owner of all of the issued and outstanding shares, par value $1.00 per share, of BVI Merger Sub (each, a “BVI Merger Sub Common Share”), (b) concurrently with the consummation of the SPAC Merger, Holdings will redeem each Class A ordinary share, par value $0.0001, of Holdings (each, a “Holdings Common Share A”) and each Class B ordinary share, par value $0.0001, of Holdings (each, a “Holdings Common Share B”) issued and outstanding immediately prior to the SPAC Merger for par value (the “Holdings Redemption”), (c) following the date of the SPAC Merger, the SPAC Surviving Company will distribute all of the issued and outstanding BVI Merger Sub Common Shares to Holdings (the “BVI Merger Sub Distribution”) and (d) following the BVI Merger Sub Distribution, BVI Merger Sub will merge with and into the Company (the “Company Merger”, and together with the SPAC Merger, the “Mergers”), with the Company surviving the Company Merger as a wholly owned subsidiary of Holdings. As a result of the Mergers and the other transactions contemplated by the Business Combination Agreement, the SPAC Surviving Company and Swvl will each become wholly owned subsidiaries of Holdings and the securityholders of SPAC and Swvl will become securityholders of Holdings.

At the effective time of the SPAC Merger (the “SPAC Merger Effective Time”), among other things, (a) each Class A ordinary share, par value $0.0001 per share, of SPAC (each, a “SPAC Class A Ordinary Share”) issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A and (b) each Class B ordinary share, par value $0.0001 per share, of SPAC, will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B, (c) each fraction of or whole warrant to purchase SPAC Class A Ordinary Shares (each, a “SPAC Warrant”) issued, outstanding and unexercised immediately prior to the SPAC Merger Effective Time will be automatically assumed and converted into a fraction or whole warrant, as the case may be, to acquire (in the case of a whole warrant) one Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former warrants of SPAC (each such resulting warrant, a “Holdings Warrant”) and (d) without duplication of the foregoing, each unit of SPAC (each, a “SPAC Unit”), comprised of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant, existing and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into one unit of Holdings (a “Holdings Unit”), comprised of one Holdings Common Share A and one-third of one Holdings Warrant.

At the effective time of the Company Merger (the “Company Merger Effective Time”), among other things, (a) all of Swvl’s ordinary common shares A of no par value (“Swvl Common Shares A”), all of Swvl’s ordinary common shares B of no par value (“Swvl Common Shares B”) and all preferred shares of Swvl (collectively, “Swvl Shares”) outstanding immediately prior to the Company Merger Effective Time (excluding any Swvl Shares held in treasury by the Company) will be automatically cancelled, extinguished and converted into the right to receive (i) a number of Holdings Common Shares A equal to the Exchange Ratio (as defined herein) and (ii) upon the satisfaction of certain conditions more fully described in this proxy statement/prospectus, the applicable per share earnout consideration (the “Per Share Earnout Consideration”), in each case without interest and (b) each then outstanding and unexercised option to purchase Company Common Shares B (each, a “Company Option”), whether or not vested, will be assumed and converted into (i) an option to purchase a number of Holdings Common Shares A (such option, an “Exchanged Option”) equal to the product of (A) the number of Company Common Shares B subject to such Company Option (assuming payment in cash of the exercise price of such Company Option) immediately prior to the Company Merger Effective Time multiplied by (B) the Exchange Ratio (such product rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price per share of such Company Option immediately prior to the Company Merger Effective time, divided by (y) the Exchange Ratio (which option will remain subject to the same vesting terms as such Company Option) and (ii) a number of restricted stock units (the “Earnout RSUs”) that will be settled in Holdings Common Shares A (the “Earnout RSU Shares”) upon the satisfaction of certain price targets or the occurrence of a “change of control” event, as more fully described in this proxy statement/prospectus. Concurrently with the consummation of the Company Merger at the Company Merger Effective Time, the Swvl Convertible Notes (as defined herein) will also convert into the right to receive Holdings Common Shares A, as further described herein.

Concurrently with the execution of the Business Combination Agreement, SPAC, Holdings and, in some cases, Swvl entered into subscription agreements (the “PIPE Subscription Agreements”) with a number of investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and Holdings agreed to sell to the PIPE Investors in a private placement at the Company Merger Effective Time, Holdings Common Shares A for a purchase price of $10.00 per share, representing an aggregate purchase price of $100 million (the “PIPE Subscription Amount”). On August 25, 2021, certain PIPE Investors pre-funded Swvl with $35.5 million of the aggregate PIPE Subscription Amount by purchasing exchangeable notes of Swvl (collectively, the “Swvl Exchangeable Notes”). At the Company Merger Effective Time, each Swvl Exchangeable Note will be automatically exchanged for Holdings Common Shares A at an exchange price of $8.50 per share. Upon the issuance of the Swvl Exchangeable Notes, the amount of each applicable PIPE Investor’s subscription was reduced dollar-for-dollar by the aggregate purchase price of such PIPE Investor’s Swvl Exchangeable Notes. As a result, the PIPE Investors will fund $64.5 million at the Company Merger Effective Time pursuant to the PIPE Subscription Agreements. The aggregate number of Holdings Common Shares A issuable in connection with the PIPE Subscription Agreements and the Swvl Exchangeable Notes is 10,626,471.

This proxy statement/prospectus covers the Holdings Common Shares A, Holdings Warrants and Holdings Units issuable to securityholders of SPAC and Swvl in the Business Combination. Accordingly, Holdings is registering up to an aggregate of 159,716,814 Holdings Common Shares A, including 17,433,333 Holdings Common Shares A issuable upon exercise of Holdings Warrants, 17,433,333 Holdings Warrants and 5,742,417 Holdings Units. For more information about the anticipated capitalization of Holdings upon the consummation of the Company Merger, see “Summary of the Proxy Statement/Prospectus—Ownership of Holdings After the Closing”, beginning on page 1.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of SPAC shareholders scheduled to be held in person and virtually on                , 2021.

Although Holdings is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the consummation of the SPAC Merger, Holdings will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Holdings intends to apply for listing of the Holdings Common Shares A, Holdings Warrants and Holdings Units on the Nasdaq Global Market (“Nasdaq”) under the SPAC’s current trading symbols “GMBT”, “GMBTW” and “GMBTU”, respectively, to be effective at the SPAC Merger Effective Time. At the Company Merger Effective Time, Holdings will change its name to “Swvl Holdings Corp” and intends to change the trading symbols of the Holdings Common Shares A and the Holdings Warrants to “SWVL” and “SWVLW”, respectively. The Holdings Units will separate into their component securities at the Company Merger Effective Time and will cease to exist. It is a condition to the consummation of the SPAC Merger and the Company Merger that the Holdings Common Shares A are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the SPAC Merger, there can be no assurance that Holdings’ securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 22 for more information.

Holdings is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Holdings is also a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Holdings’ officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Holdings will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

This proxy statement/prospectus provides SPAC shareholders with detailed information about the Transactions (as defined herein) and other matters to be considered at the extraordinary general meeting of SPAC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Transactions, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                , 2021, and is first being mailed to SPAC shareholders on or about                , 2021.


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ABOUT THIS PROXY STATEMENT/PROSPECTUS INFORMATION

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Holdings, as it may be amended or supplemented from time to time (File No. 333-259800), serves as:

 

   

a notice of meeting and proxy statement of SPAC under Section 14(a) of the Exchange Act for the SPAC extraordinary general meeting being held on                 , 2021, where SPAC shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein; and

 

   

a prospectus of Holdings under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the (i) Holdings Units that holders of SPAC Units will receive in the Business Combination, (ii) Holdings Common Shares A that SPAC shareholders and Swvl shareholders will receive in the Business Combination; (iii) Holdings Warrants that holders of SPAC Warrants will receive in the Business Combination, (iv) Holdings Common Shares A that may be issued upon exercise of the Holdings Warrants; (v) Holdings Common Shares A issuable pursuant to options that existing holders of Swvl Options will receive in the Business Combination; (vi) Holdings Common Shares A that holders of Swvl Convertible Notes (other than the Swvl Exchangeable Notes) will receive at the Company Merger Effective Time and (vii) Holdings Common Shares A issuable as Per Share Earnout Consideration or in settlement of Earnout RSUs upon the satisfaction of certain price targets or the occurrence of a “change of control” event, in each instance, if the Business Combination is consummated as described in the section entitled “The Business Combination” herein.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about SPAC that is not included in or delivered with the document.

You may request copies of this proxy statement/prospectus, without charge, by written or oral request to SPAC’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(bank and brokers call collect at (203) 658-9400)

Email: GMBT.info@investor.morrowsodali.com

To obtain timely delivery of requested materials, you must request the documents no later than five business days prior to the date of SPAC’s extraordinary general meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”


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QUEEN’S GAMBIT GROWTH CAPITAL

55 Hudson Yards, 44th Floor

New York, NY 10001

Dear Shareholders of Queen’s Gambit Growth Capital:

You are cordially invited to attend the extraordinary general meeting of Queen’s Gambit Growth Capital, a Cayman Islands exempted company (“SPAC”), which will be held in person on             , 2021, at             , Eastern time, at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, or such other date, time and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “SPAC Articles”).

At the extraordinary general meeting, SPAC will ask its shareholders to consider and vote upon proposals as described below to, among other things, approve and adopt the Business Combination Agreement, dated as of July 28, 2021 (the “Business Combination Agreement”), by and among Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), SPAC, Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Swvl (“Holdings”), Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”) and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of SPAC (“BVI Merger Sub”), which provides for a business combination between SPAC and Swvl. Pursuant to the Business Combination Agreement, the business combination will involve two mergers: (a) subject to the approval thereof by special resolution of the shareholders of SPAC, SPAC will merge with and into Cayman Merger Sub, with Cayman Merger Sub surviving the merger (the “SPAC Merger”) (Cayman Merger Sub, in its capacity as the surviving company of the SPAC Merger, “SPAC Surviving Company” and the date and time at which the SPAC Merger becomes effective, the “SPAC Merger Effective Time”) and becoming the sole owner of BVI Merger Sub, and (b) subject to the approval thereof by ordinary resolution of the SPAC shareholders, on the date on which the Company Merger Effective Time (defined below) occurs (the “Closing Date”) (which shall be at least one business day after the date on which the SPAC Merger Effective Time occurs), BVI Merger Sub will merge with and into Swvl, with Swvl surviving the merger as a wholly owned subsidiary of Holdings (Swvl, in its capacity as the surviving company of the Company Merger, the “Swvl Surviving Company”) (the “Company Merger” and, together with the SPAC Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

At the SPAC Merger Effective Time, pursuant to the SPAC Merger, (a) each ordinary share of Cayman Merger Sub, par value $1.00 per share, issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically converted into one share of the SPAC Surviving Company, which will constitute the only outstanding shares of the SPAC Surviving Company; (b) each Class A ordinary share, par value $0.0001, of SPAC (each, a “SPAC Class A Ordinary Share”) issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of Holdings (each, a “Holdings Common Share A”); (c) each Class B ordinary share, par value $0.0001 per share of SPAC (each, a “SPAC Class B Ordinary Share”), will be automatically cancelled, extinguished and converted into the right to receive one Class B ordinary share, par value $0.0001 per share, of Holdings (each, a “Holdings Common Share B”); (d) each fraction of or whole warrant of SPAC (the “SPAC Warrants”) issued, outstanding, and unexercised immediately prior to the SPAC Merger Effective Time will be automatically assumed and converted into a fraction or whole warrant, as the case may be, to acquire (in the case of whole warrant), one Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrants (each


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such resulting warrant, a “Holdings Warrant”); and (e) without duplication of the foregoing, each unit of SPAC (each, a “SPAC Unit”), comprised of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant, existing and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into one unit of Holdings, comprised of one Holdings Common Share A and one-third of one Holdings Warrant.

At the effective time of the Company Merger (the “Company Merger Effective Time”), pursuant to the Company Merger, (a) each share of $1.00 par value of BVI Merger Sub issued and outstanding immediately prior to the Company Merger Effective Time will be automatically cancelled, extinguished and converted into one share of no par value in the Swvl Surviving Company, which shall constitute the only issued and outstanding shares of the Swvl Surviving Company, (b) all of Swvl’s ordinary common shares A of no par value (the “Swvl Common Shares A”), all of Swvl’s ordinary common shares B of no par value (the “Swvl Common Shares B” and, together with the Swvl Common Shares A, the “Swvl Common Shares”), and all of the preferred shares of Swvl (the “Swvl Preferred Shares” and, together with the Swvl Common Shares, the “Swvl Shares”) that are held in the treasury of Swvl immediately prior to the Company Merger Effective Time will be automatically cancelled and extinguished, and no consideration will be delivered or deliverable in exchange therefor; (c) each Swvl Share issued and outstanding immediately prior to the Company Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive (i) a number of Holdings Common Shares A equal to the exchange ratio as defined in the section entitled “The Business Combination” of the accompanying proxy statement/prospectus (the “Exchange Ratio”) and (ii) upon the satisfaction of certain price targets or the occurrence of a “change of control” as described in the section entitled “The Business Combination” of the accompanying proxy statement/prospectus, the applicable per share earnout consideration as described in the section entitled “The Business Combination” of the accompanying proxy statement/prospectus (with any fractional share to which any holder of Swvl Shares would otherwise be entitled rounded down to the nearest whole share), in each case without interest; (d) each then outstanding and unexercised option to purchase Swvl Common Shares B will be assumed and converted into (i) an option exercisable for Holdings Common Shares A based on the Exchange Ratio and (ii) a number of restricted stock units (the “Earnout RSUs”) in respect of Holdings Common Shares A that will be issued in settlement of Earnout RSUs upon the satisfaction of certain price targets or the occurrence of a “change of control”; (e) the convertible notes of Swvl then outstanding (the “Swvl Convertible Notes”), other than any exchangeable notes of Swvl issued after the date of the Business Combination Agreement (the “Swvl Exchangeable Notes”), will convert into the right to receive Holdings Common Shares A as if such Swvl Convertible Notes had first converted into Swvl Common Shares A in accordance with their terms immediately prior to the Company Merger Effective Time and immediately thereafter each such Swvl Common Share A will be cancelled, extinguished and converted into the right to receive a number of Holdings Common Shares A equal to the Exchange Ratio; and (f) each Swvl Exchangeable Note shall be exchanged for a number of Holdings Common Shares A at an exchange price of $8.50 per share. At the Company Merger Effective Time, all Holdings Units will be separated into their component securities. See the section entitled “The Business Combination” of the accompanying proxy statement/prospectus for further information on the consideration being paid to the shareholders of Swvl.

SPAC’s shareholders will be asked to consider and vote upon (a) a proposal to approve by special resolution the SPAC Merger and a plan of merger in compliance with the Cayman Companies Act and substantially in form and substance of Exhibit E of the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring in connection with the SPAC Merger prior to the Closing Date, including the adoption of the Amended and Restated Memorandum and Articles of Association of Holdings, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and the appointments in respect of the board of directors of Holdings following the SPAC Merger Effective Time (the “SPAC Merger Proposal”), (b) a proposal to approve by ordinary resolution the Company Merger and to confirm, ratify and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring on or after the Closing Date, including the appointment of the board of directors of Holdings following the Company Merger Effective Time and the adoption of the Second Amended and Restated Memorandum and Articles of Association of Holdings (to include the change of name of Holdings) (the “Holdings Public Company Articles”), a copy of which is attached to the


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accompanying proxy statement/prospectus as Annex D (the “Company Merger Proposal”), (c) a proposal to approve, on a non-binding advisory basis, by ordinary resolution, the governance provisions contained in the Holdings Public Company Articles that materially affect SPAC shareholders’ rights (the “Advisory Organizational Documents Proposal”); and (d) a proposal, if put, to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the SPAC Merger Proposal, the Company Merger Proposal and the Advisory Organizational Documents Proposal (the “Adjournment Proposal” or “Proposal No. 4” and, together with the SPAC Merger Proposal, the Company Merger Proposal and the Advisory Organizational Documents Proposal, the “Proposals”).

We cannot consummate the Business Combination unless the SPAC Merger Proposal and the Company Merger Proposal (collectively, the “Business Combination Proposals”) are approved at the extraordinary general meeting. Each of the Business Combination Proposals is cross-conditioned on the approval of the other Business Combination Proposal. The Advisory Organizational Documents Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. The approval of the Company Merger, the Advisory Organizational Documents Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Approval of the SPAC Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person or by proxy (including by way of the online meeting option) at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the consummation of the Business Combination, including (a) the Swvl transaction support agreements, dated as of July 28, 2021 (the “Swvl Transaction Support Agreements”), pursuant to which certain shareholders of Swvl have agreed to execute and deliver written consents in favor of the approval and adoption of the Business Combination Agreement, the Company Merger and all other transactions contemplated by the Business Combination Agreement within three business days of this registration statement becoming effective, and the holders of the Swvl Convertible Notes (other than the Swvl Exchangeable Notes) have agreed to the conversion of such Swvl Convertible Notes in accordance with the terms and conditions of the Swvl Transaction Support Agreements and the Business Combination Agreement; (b) the SPAC Shareholder Support Agreements, dated as of July 28, 2021, pursuant to which certain shareholders of SPAC holding an aggregate of 8.9% of the shares of SPAC as of the date of such agreement have agreed to vote such shares in favor of the Proposals and have committed to not redeem such shares, (c) a shareholder agreement, dated July 28, 2021, pursuant to which certain persons who will become shareholders of Holdings following the consummation of the Business Combination have agreed to act to establish certain board appointment and corporate governance rights, and to enter into voting commitments, with respect to Holdings, on the terms and subject to the conditions thereof; (d) the Registration Rights Agreement, dated as of July 28, 2021 (the “Registration Rights Agreement”) by and among Swvl, SPAC, Holdings, Queen’s Gambit Holdings LLC (the “Sponsor”) and certain security holders of Swvl (collectively, the “Reg Rights Holders”), pursuant to which Holdings is required to (i) within 20 business days after the consummation of the Company Merger, file with the Securities and Exchange Commission a registration statement (the “Resale Registration Statement”) registering the resale of certain securities of Holdings held by the Reg Rights Holders and (ii) use its reasonable best efforts to cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof; (e) a letter agreement, dated as of July 28, 2021, by and among SPAC, Swvl and the Sponsor, providing that, among other things, the Sponsor will (i) waive its anti-dilution rights set forth in the organizational documents of SPAC and (following the SPAC Merger) Holdings, as applicable, (ii) vote all shares of SPAC held by it in favor of the Proposals, and


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(iii) not redeem any shares of SPAC held by the Sponsor (or any shares of Holdings received in connection with the SPAC Merger); (f) the Subscription Agreements, dated as of July 28, 2021, pursuant to which certain investors will purchase 6,450,000 newly issued Holdings Common Shares A, for a purchase price of $10.00 per share (the “PIPE Financing”); and (g) $35,500,000 of Swvl Exchangeable Notes, which will exchange into the right to receive Holdings Common Shares A at an exchange price of $8.50 per share at the Company Merger Effective Time.

Pursuant to the SPAC Articles, a holder of SPAC Class A Ordinary Shares issued as part of the SPAC Units in the initial public offering (the “SPAC Public Shares” and, holders of such public shares, the “SPAC Public Shareholders”) may request that SPAC redeem all or a portion of such SPAC Public Shares for cash if the Business Combination is consummated. Holders of SPAC Units must elect to separate the SPAC Units into the underlying SPAC Class A Ordinary Shares and SPAC Warrants prior to exercising redemption rights with respect to the SPAC Public Shares. If SPAC Public Shareholders hold their SPAC Units in an account at a brokerage firm or bank, such SPAC Public Shareholders must notify their broker or bank that they elect to separate the SPAC Units into the underlying SPAC Class A Ordinary Shares and SPAC Warrants, or if a holder holds SPAC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, SPAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to SPAC in order to exercise its redemption rights. SPAC Public Shareholders may elect to exercise their redemption rights with respect to their SPAC Public Shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the SPAC Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a SPAC Public Shareholder properly exercises its redemption right with respect to all or a portion of the SPAC Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Holdings will redeem the related Holdings Common Shares A for a per share price, payable in cash, equal to the pro-rata portion of the trust account established at the consummation of SPAC’s initial public offering, calculated as of two business days prior to the consummation of the Company Merger. For illustrative purposes, as of            , 2021, this would have amounted to approximately $10.00 per issued and outstanding SPAC Public Share. If a SPAC Public Shareholder exercises its redemption rights in full, then it will not own SPAC Public Shares or Holdings Common Shares A following the redemption. The redemption will take place following the SPAC Merger and, accordingly, it is Holdings Common Shares A that will be redeemed immediately after consummation of the Company Merger. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your rights with respect to your SPAC Public Shares.

Notwithstanding the foregoing, a SPAC Public Shareholder, together with any affiliate of such SPAC Public Shareholder or any other person with whom such SPAC Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its SPAC Public Shares with respect to more than an aggregate of 20% of the SPAC Public Shares. Accordingly, if a SPAC Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the SPAC Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

The Sponsor, SPAC’s officers and directors and the Key SPAC Shareholders have agreed to (a) vote any SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares held by them in favor of the Business Combination and (b) waive their redemption rights with respect to any SPAC Public Shares they own in connection with the consummation of the Business Combination. The SPAC’s officers and directors do not presently hold any SPAC Public Shares. Any outstanding SPAC Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per share redemption price applicable to SPAC Public Shares that are redeemed. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 20.0% of the issued and outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares in the aggregate.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the


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parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if the closing conditions are not met. In addition, as provided in the SPAC Articles and required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement, in no event will SPAC redeem SPAC Public Shares in an amount that would cause Holdings’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing unless the Holdings Common Shares A otherwise do not constitute “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act.

SPAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by SPAC’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of SPAC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

After careful consideration, the boards of directors of SPAC and Swvl have each unanimously approved the Business Combination Agreement and related transactions and the board of directors of SPAC has approved the other proposals described in this proxy statement/prospectus and determined that it is advisable to consummate the Business Combination. The board of directors of SPAC recommends that its shareholders vote “FOR” the approval of the SPAC Merger Proposal, “FOR” the Company Merger Proposal and “FOR” the other proposals described in the accompanying proxy statement/prospectus.

Your vote is very important, regardless of the number of SPAC Class A Ordinary Shares you own. To ensure your representation at the extraordinary general meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. You can also attend the extraordinary general meeting virtually and vote online even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or online, you may withdraw your proxy and vote in person or online.

More information about SPAC, Swvl and the proposed transactions is included in the accompanying proxy statement/prospectus. SPAC urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SPAC PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN


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ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

    

Victoria Grace
Chief Executive Officer


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QUEEN’S GAMBIT GROWTH CAPITAL

55 Hudson Yards, 44th Floor

New York, NY 10001

NOTICE OF EXTRAORDINARY GENERAL MEETING OF QUEEN’S GAMBIT GROWTH CAPITAL

To Be Held On            , 2021

To the Shareholders of Queen’s Gambit Growth Capital:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “SPAC Shareholders’ Meeting”) of Queen’s Gambit Growth Capital, a Cayman Islands exempted company (“SPAC,” “we,” “our,” “us” or the “Company”), will be held in person on             , 2021, at             , Eastern time, at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036, or such other date, time and place to which such meeting may be adjourned. In the interest of public health, and due to the impact of the ongoing COVID-19 pandemic, we are also planning for the meeting to be held virtually pursuant to the procedures described in the accompanying proxy statement/prospectus, but the physical location of the meeting will remain at the location specified above for the purposes of Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (the “SPAC Articles”). At the SPAC Shareholders’ Meeting, SPAC shareholders will be asked to consider and vote upon the following proposals:

 

   

Proposal No. 1 — SPAC Merger Proposal — a proposal to approve by special resolution the merger of SPAC with and into Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (“Cayman Merger Sub”), with Cayman Merger Sub surviving the merger (the “SPAC Merger”) and the plan of merger in compliance with the Cayman Companies Act and substantially in the form and substance of Exhibit E of the Business Combination Agreement (the “Cayman Plan of Merger”) and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement, dated as of July 28, 2021 (the “Business Combination Agreement”), by and among SPAC, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Holdings”), Cayman Merger Sub, and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“BVI Merger Sub”) occurring in connection with the SPAC Merger prior to the date on which the Company Merger Effective Time (as defined below) occurs (the “Closing Date”), including the adoption of the Amended and Restated Memorandum and Articles of Holdings, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Holdings A&R Articles”) and the appointments in respect of the Holdings Board following the date and at the time at which the SPAC Merger becomes effective (the “SPAC Merger Effective Time”) at which time the shareholders of SPAC will be shareholders of Holdings if the Business Combination Proposals are approved (the “SPAC Merger Proposal” or “Proposal No. 1”). A copy of each of the Business Combination Agreement and the Cayman Plan of Merger are attached to the accompanying proxy statement/prospectus as Annex A and Annex B.

 

   

Proposal No. 2 — The Company Merger Proposal — a proposal to approve by ordinary resolution the merger of BVI Merger Sub with and into Swvl, with Swvl surviving the merger as a wholly owned subsidiary of Holdings, on the Closing Date (which shall be at least one business day after the SPAC Merger Effective Date) at which time the shareholders of SPAC will be shareholders of Holdings if the Business Combination Proposals are approved (the “Company Merger” and, together with the SPAC Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring on or after the Closing Date, including the appointment of the board of directors of Holdings (the “Holdings Board”) following the Company Merger Effective Time and the adoption of the Second Amended and Restated Memorandum and Articles of Association of Holdings (to include the change of name of Holdings), a copy of which is


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attached to the accompanying proxy statement/prospectus as Annex D (the “Holdings Public Company Articles”) (the “Company Merger Proposal” or “Proposal No. 2” and, together with the SPAC Merger Proposal, the “Business Combination Proposals”).

 

   

Proposal No. 3 — The Advisory Organizational Documents Proposal — a proposal to approve, on a non-binding advisory basis, by ordinary resolution, the governance provisions contained in the Holdings Public Company Articles that materially affect SPAC shareholders’ rights (the “Advisory Organizational Documents Proposal” or “Proposal No. 3”).

 

   

Proposal No. 4 — The Adjournment Proposal — a proposal, if put, to approve by ordinary resolution the adjournment of the SPAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of, the SPAC Merger Proposal, the Company Merger Proposal and the Advisory Organizational Documents Proposal (the “Adjournment Proposal” or “Proposal No. 4” and, together with the SPAC Merger Proposal, the Company Merger Proposal and the Advisory Organizational Documents Proposal, the “Proposals”).

Each of the Business Combination Proposals is cross-conditioned on the approval and adoption of the other Business Combination Proposal. The Advisory Organizational Documents Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. In the event the Adjournment Proposal is put forth at the SPAC Shareholders’ Meeting, it will be the first and only Proposal voted upon and none of the SPAC Merger Proposal, the Company Merger Proposal, nor the Advisory Organizational Documents Proposal will be submitted to the SPAC shareholders for a vote.

Only holders of record of SPAC’s Class A ordinary shares, par value $0.0001 per share (the “SPAC Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share (the “SPAC Class B Ordinary Shares”) at the close of business on             , 2021 are entitled to notice of the SPAC Shareholders’ Meeting and to vote at the SPAC Shareholders’ Meeting and any adjournments thereof.

SPAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the SPAC Shareholders’ Meeting and at any adjournments of the SPAC Shareholders’ Meeting. Information about the SPAC Shareholders’ Meeting, the Business Combination and other related business to be considered by SPAC’s shareholders at the SPAC Shareholders’ Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the SPAC Shareholders’ Meeting, all of SPAC’s shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 22 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of SPAC has unanimously approved the Business Combination Agreement and related transactions and the other Proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination. The board of directors of SPAC recommends that its shareholders vote “FOR” the approval of the SPAC Merger Proposal, “FOR” the Company Merger Proposal and “FOR” the other proposals described in the accompanying proxy statement/prospectus.

Pursuant to the SPAC Articles, a holder of SPAC Class A Ordinary Shares issued as part of the units sold in SPAC’s initial public offering (the “SPAC Public Shares” and, holders of such SPAC Public Shares the “SPAC Public Shareholders”) may request that SPAC redeem all or a portion of its SPAC Public Shares for cash if the Business Combination is consummated. As a holder of SPAC Public Shares, you will be entitled to exercise your redemption rights if you:

(a)    hold SPAC Public Shares, or if you hold SPAC Public Shares through SPAC units sold in SPAC’s initial public offering (the “SPAC Units”), you elect to separate your SPAC Units into the underlying SPAC Public Shares and warrants prior to exercising your redemption rights;


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(b)    submit a written request to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your SPAC Public Shares for cash, and (ii) identify yourself as the beneficial holder of the SPAC Public Shares and provide your legal name, phone number and address; and

(c)    deliver your SPAC Public Shares to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their SPAC Public Shares in the manner described above prior to 5:00 p.m., Eastern time, on             , 2021 (two business days before the SPAC Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of SPAC Units must elect to separate the SPAC Units into the underlying SPAC Class A Ordinary Shares and warrants prior to exercising their redemption rights with respect to the SPAC Public Shares. If SPAC Public Shareholders hold their SPAC Units in an account at a brokerage firm or bank, such SPAC Public Shareholders must notify their broker or bank that they elect to separate the SPAC Units into the underlying SPAC Public Shares and warrants, or if a holder holds SPAC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, SPAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to SPAC in order to validly exercise its redemption rights. SPAC Public Shareholders may elect to exercise their redemption rights with respect to their SPAC Public Shares even if they vote “FOR” the Business Combination Proposals. If the Business Combination is not consummated, the SPAC Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a SPAC Public Shareholder properly exercises its redemption right with respect to all or a portion of the SPAC Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Holdings will redeem the related Class A ordinary shares, par value $0.0001 per share of Holdings (“Holdings Common Shares A”) for a per share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of SPAC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of            , 2021, this would have amounted to approximately $10.00 per issued and outstanding SPAC Public Share. If a SPAC Public Shareholder exercises its redemption rights in full, then it will not own SPAC Public Shares or Holdings Common Shares A following the redemption. The redemption will take place following the SPAC Merger and, accordingly, it is Holdings Common Shares A that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your SPAC Public Shares.

The approval of the Company Merger, the Advisory Organizational Documents Proposal and the Adjournment Proposal are being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the SPAC Shareholders’ Meeting, voting as a single class. Approval of the SPAC Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the SPAC Shareholders’ Meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person or by proxy (including by way of the online meting option) at the SPAC Shareholders’ Meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the SPAC Shareholders’ Meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF ORDINARY SHARES OF SPAC YOU OWN. To ensure your representation at the SPAC Shareholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions maintained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly, whether


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or not you expect to attend the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.

The board of directors of SPAC has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the SPAC Merger Proposal, “FOR” the Company Merger Proposal, “FOR” the Advisory Organizational Documents Proposal, and (if put) “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali, at (880) 662-5200 (banks and brokers call collect at (203) 658-9400).

 

            , 2021
By Order of the Board of Directors

 

Victoria Grace
Chief Executive Officer


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Questions and Answers About The SPAC Shareholders’ Meeting and the Business Combination

     i  

Summary of the Proxy Statement/Prospectus

     1  

Summary Historical Financial Data of Swvl

     18  

Summary Historical Financial Data of SPAC

     19  

Summary Unaudited Pro Forma Condensed Consolidated Financial Information

     20  

Risk Factors

     22  

Cautionary Note Regarding Forward-Looking Statements

     76  

Market Price and Dividend Information

     78  

Extraordinary General Meeting of SPAC Shareholders

     79  

The Business Combination

     86  

Material Tax Considerations

     135  

Proposal No. 1— The SPAC Merger Proposal

     149  

Proposal No. 2— The Company Merger Proposal

     150  

Proposal No. 3—The Advisory Organizational Documents Proposal

     151  

Proposal No. 4—The Adjournment Proposal

     154  

Unaudited Pro Forma Condensed Combined Financial Information

     155  

Information About Swvl

     170  

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Swvl

     181  

Business of SPAC and Certain Information About SPAC

     201  

Management’s Discussion and Analysis of Financial Condition and Results of Operations of SPAC

     216  

Executive Compensation

     222  

Management After the Business Combination

     223  

Description of Holdings Securities

     229  

Comparison of Corporate Governance and Shareholder Rights

     236  

Beneficial Ownership of Securities

     248  

Certain Relationships and Related Party Transactions

     250  

Legal Matters

     254  

Experts

     254  

Householding Information

     254  

Future Shareholder Meetings

     254  

Service of Process and Enforceability of Civil Liabilities Under U.S. Securities Laws

     255  

Where You Can Find Additional Information

     255  

Index of Financial Statements

     F-1  

Annexes

  

Annex A—Business Combination Agreement

  

Annex B—Cayman Plan of Merger

  

Annex C—Amended and Restated Memorandum and Articles of Association of Holdings

  

Annex D—Second Amended and Restated Memorandum and Articles of Association of Holdings

  

Annex E—Opinion of Guggenheim Securities, LLC

  


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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This proxy statement/prospectus includes certain trademarks, service marks and trade names, such as “Swvl”, which are registered under applicable intellectual property laws and are Swvl’s property or for which Swvl has pending applications or common law rights. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus are listed without any ®, or other symbols, but Swvl intends to assert, to the fullest extent under applicable law, its right or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others, which are, to our knowledge, the property of their respective owners. The use or display of other companies’ trademarks, service marks or trade names should not be interpreted to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CURRENCY AND EXCHANGE RATES

In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars and all references to “$” mean U.S. dollars. Certain monetary amounts described herein have been expressed in U.S. dollars for convenience only and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Swvl’s industry, including Swvl’s general expectations and market position, market opportunity and market share, is based on information obtained from various independent publicly available sources and reports, as well as management estimates. Swvl has not independently verified the accuracy or completeness of any third-party information. While Swvl believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of Swvl’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Swvl” in this proxy statement/prospectus.

PRESENTATION OF FINANCIAL INFORMATION

SPAC

The historical financial statements of SPAC were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. dollars.

Swvl

Swvl’s audited consolidated financial statements as of and for the years ended December 31, 2019 and 2020 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are reported in U.S. dollars.

Holdings

Holdings was incorporated on July 23, 2021 for the purpose of effectuating the transactions described herein. Holdings has no material assets and does not operate any businesses. Accordingly, no financial statements of Holdings have been included in this proxy statement/prospectus.


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The Business Combination is made up of the series of transactions described in the Business Combination Agreement and as further described elsewhere within this proxy statement/prospectus. For accounting and financial reporting purposes, the Company Merger will be accounted for as a recapitalization under IFRS, while the other transactions comprising the Business Combination will be accounted for based on IFRS 2, Share-based Payment.

Immediately following the Business Combination, Holdings will qualify as a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act, and will prepare its financial statements in accordance with IFRS as issued by IASB and denominated in U.S. dollars. Accordingly, the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is prepared in accordance with IFRS.

NON-IFRS FINANCIAL MEASURES

Swvl reports certain financial information using non-IFRS financial measures, including Gross Revenue, Gross Margin and Adjusted EBITDA. Swvl believes that these measures provide information that is useful to investors in understanding the performance of Swvl and facilitate a comparison of Swvl’s quarterly and full year results from period to period. These non-IFRS financial measures do not have any standardized meaning under IFRS and may not be comparable with similar measures used by other companies. For certain non-IFRS financial measures, there are no directly comparable amounts under IFRS. The presentation of the non-IFRS financial measures included herein is not meant to be considered in isolation or as a substitute for Swvl’s audited consolidated financial results prepared in accordance with IFRS. For more information on the non-IFRS financial measures used in this proxy statement/prospectus, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Swvl—Key Business and Non-IFRS Financial Measures”.

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

 

   

“2019 Plan” are to Swvl, Inc.’s 2019 Share Option Plan, as such may be amended from time to time;

 

   

“2020 Tax Year” are to the tax year ended on December 31, 2020;

 

   

“Affiliated Units” are to the SPAC Units purchased at IPO by affiliates of Agility Public Warehousing Company K.S.C.P., related parties, and Luxor Capital Group, LP;

 

   

“Affiliated Joint Acquisition” are to an acquisition opportunity SPAC pursues jointly with the Sponsor, or one or more of its affiliates, including Agility, Colle Capital and/or one or more of its portfolio companies;

 

   

“Aggregate Exercise Price” are to the sum of the aggregate exercise prices of all In-the-Money Swvl Options;

 

   

“Agility” are to Agility Public Warehousing Company K.S.C.P., an integrated logistics provider and owner and developer of industrial real estate in the Middle East and North Africa;

 

   

“Alternative Transaction” are to a Swvl Alternative Transaction or a SPAC Alternative Transaction;

 

   

“Ancillary Agreements” are to the Subscription Agreements, the Registration Rights Agreement, the SPAC Shareholder Support Agreement, the Sponsor Agreement, the Swvl Transaction Support Agreement, the Lock-Up Agreement, the Holdings Shareholders Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Cayman Merger Sub, BVI Merger Sub, Swvl or Holdings in connection with the Transactions and specifically contemplated by the Business Combination Agreement;


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“ASC 815” are to FASB ASC Topic 815, “Derivatives and Hedging”;

 

   

“ASC 815-40” are to the ASC entitled “Derivatives and Hedging: Contracts in an Entities Own Equity;”

 

   

“ASC” are to Accounting Standards Codification;

 

   

“ASU 2020-06” are to FASB ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity;

 

   

“B2B” means “business to business”;

 

   

“B2C” means “business to consumer”;

 

   

“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of July 28, 2021, by and among Swvl, SPAC, Holdings, Cayman Merger Sub and BVI Merger Sub;

 

   

“Business Combination Proposals” are to the SPAC Merger Proposal and the Company Merger Proposal;

 

   

“Business Combination” are to the SPAC Merger, the Company Merger, and all other transactions contemplated by the Business Combination Agreement. For accounting and financial reporting purposes, the Company Merger will be accounted for as a recapitalization under IFRS, while the other transactions comprising the Business Combination will be accounted for based on IFRS 2, Share-based Payment;

 

   

“BVI” are to the British Virgin Islands;

 

   

“BVI Articles of Merger” are to articles of merger in compliance with applicable Law and substantially in the form and substance of Exhibit F of the Business Combination Agreement;

 

   

“BVI Companies Act” are to the BVI Business Companies Act (as amended);

 

   

“BVI Merger Sub Articles” are to the memorandum and articles of association of BVI Merger Sub, as amended, modified or supplemented from time to time;

 

   

“BVI Merger Sub Common Shares” are to shares of $1.00 par value of BVI Merger Sub;

 

   

“BVI Merger Sub Distribution” are to the distribution by SPAC Surviving Company, following the SPAC Merger Date, on or prior to the Closing Date and prior to the Company Merger, and subject to the Cayman Companies Act and the BVI Companies Act, of all of the issued and outstanding BVI Merger Sub Common Shares to Holdings;

 

   

“BVI Merger Sub” are to Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and, prior to the BVI Merger Sub Distribution, a wholly owned subsidiary of SPAC;

 

   

“BVI Plan of Merger” are to a plan of merger in compliance with applicable Law and substantially in the form and substance of Exhibit F of the Business Combination Agreement;

 

   

“captains” are to drivers using Swvl’s platform;

 

   

“Cayman Companies Act” are to the Cayman Islands Companies Act (As Revised);

 

   

“Cayman Merger Sub Common Shares” are to the ordinary shares of Cayman Merger Sub, par value $1.00 per share;

 

   

“Cayman Merger Sub” are to Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings and is sometimes referred to herein as, and from and after the SPAC Merger, means the SPAC Surviving Company;

 

   

“Cayman Plan of Merger” are to a plan of merger in compliance with the Cayman Companies Act and substantially in the form and substance of Exhibit E of the Business Combination Agreement;


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“Change in Recommendation” are to (i) withdrawal, modification, amendment or qualification (or proposal to withdraw, modify, amend or qualify publicly) of the SPAC Recommendation, or failure to include the SPAC Recommendation in this proxy statement/prospectus or (ii) approval, recommendation or declaration of advisability (or public proposal to do so) of any SPAC Alternative Transaction;

 

   

“Change of Control” are to any transaction or series of transactions occurring after the Closing (i) following which a person or “group” (within the meaning of Section 13(d) of the Exchange Act) of persons, acquires direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of Holdings; (ii) constituting a merger, consolidation, reorganization or other business combination, however effected, following which either (a) the members of the board of directors of Holdings immediately prior to such merger, consolidation, reorganization or other business combination do not constitute at least a majority of the board of directors of the company surviving the combination or, if the surviving company is a Subsidiary, the ultimate parent thereof or (b) the voting securities of Holdings immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the person resulting from such combination or, if the surviving company is a Subsidiary, the ultimate parent thereof; or (iii) the result of which is a sale of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any person;

 

   

“Closing Date” are to the date on which the Company Merger Effective Time occurs;

 

   

“Closing” are to the consummation of the Company Merger;

 

   

“Code” are to the U.S. Internal Revenue Code of 1986;

 

   

“Combination Period” are to the 24 month-period from the closing of the Initial Public Offering in which SPAC must complete its Initial Business Combination or otherwise dissolve and liquidate the Trust Account;

 

   

“Company Merger Effective Time” are to the date and time at which the Company Merger becomes effective;

 

   

“Company Merger” are to the merger of BVI Merger Sub with and into Swvl, with Swvl surviving the merger as a wholly owned subsidiary of Holdings;

 

   

“Company Merger Consideration” are to the Swvl Closing Consideration, the Exchanged Options, the Convertible Note Conversion Shares and the Earnout Shares, collectively.

 

   

“Convertible Note Conversion Shares” are to the Holdings Common Shares A issuable upon conversion of the Swvl Convertible Notes.

 

   

“Contract” are to any note, bond, mortgage, indenture, contract, agreement, arrangement, lease, license, permit, franchise or other instrument, obligation, or understanding, whether written or oral;

 

   

“DTC” are to The Depository Trust Company;

 

   

“Earnout Period” are to the time period beginning on the Closing Date and ending on the five-year anniversary of the Closing Date;

 

   

“Earnout RSU Shares” are to Holdings Common Shares A that will be issued in settlement of Earnout RSUs upon the satisfaction of certain price targets or occurrence of a “change of control” event;

 

   

“Earnout RSUs” are to restricted stock units in respect of Earnout RSU Shares;

 

   

“Earnout Shares” are to up to 15,000,000 additional Holdings Common Shares A in the aggregate;

 

   

“Earnout Triggering Event I” are to the date on which the daily volume-weighted average sale price of one Holdings Common Share A quoted on the Selected Stock Exchange (or the exchange on which Holdings Common Shares A are then listed) is greater than or equal to $12.50 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period;


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“Earnout Triggering Event II” are to the date on which the daily volume-weighted average sale price of one Holdings Common Share A quoted on the Selected Stock Exchange (or the exchange on which Holdings Common Shares A are then listed) is greater than or equal to $15.00 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period;

 

   

“Earnout Triggering Event III” are to the date on which the daily volume-weighted average sale price of one Holdings Common Share A quoted on the Selected Stock Exchange (or the exchange on which Holdings Common Shares A are then listed) is greater than or equal to $17.50 for any 20 trading days within any 30 consecutive trading day period within the Earnout Period;

 

   

“Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II, and Earnout Triggering Event III;

 

   

“Electing Holder” are to a U.S. Holder who timely makes a QEF Election with respect to its SPAC Class A Ordinary Shares;

 

   

“Eligible Swvl Equityholder” are, with respect to an Earnout Triggering Event or a Change of Control, a holder, as of immediately prior to the Company Merger Effective Time (but assuming the Hypothetical Convertible Note Conversion had occurred at such time), of (a) a Swvl Share or (b) a Swvl Option but will not include a holder of a Swvl Option to the extent the Exchanged Option relating to such Swvl Option was forfeited after the Company Merger Effective Time and prior to the applicable Earnout Triggering Event or Change of Control;

 

   

“Exchange Act” are to the Securities Exchange Act of 1934;

 

   

“Exchange Ratio” are to the ratio (rounded to ten decimal places) obtained by dividing (a) Swvl Merger Shares by (b) the difference of (i) the Swvl Outstanding Shares minus (ii) the number of Swvl Shares, if any, issued following the date of the Business Combination Agreement and prior to the Company Merger Effective Time in connection with a specified acquisition;

 

   

“Exchanged Option” are, with respect to a Swvl Option outstanding immediately prior to the Company Merger Effective Time, to an option to purchase a number of Holdings Common Shares A equal to the product of (x) the number of Swvl Common Shares B subject to such Swvl Option (assuming payment in cash of the exercise price of such Swvl Option) immediately prior to the Company Merger Effective Time multiplied by (y) the Exchange Ratio (such product rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Swvl Option immediately prior to the Company Merger Effective time, divided by (ii) the Exchange Ratio (which option will remain subject to the same vesting terms as such Swvl Option);

 

   

“F Reorganization” are to a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code;

 

   

“FASB” are to the Financial Accounting Standards Board;

 

   

“FCPA” are to the U.S. Foreign Corrupt Practices Act of 1977, as amended;

 

   

“GAAP” are to generally accepted accounting principles;

 

   

“Guggenheim Securities” are to Guggenheim Securities, LLC;

 

   

“Holder” are to a beneficial owner of SPAC Public Securities immediately prior to the Business Combination or, as a result of owning such SPAC Public Securities, of Holdings Securities immediately following the Business Combination;

 

   

“Holdings” are to Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and, prior to the SPAC Merger Effective Time, a wholly owned subsidiary of Swvl;

 

   

“Holdings A&R Articles” are to the Amended and Restated Memorandum and Articles of Association of Holdings in effect at the SPAC Merger Effective Time;

 

   

“Holdings Board” are to the board of directors of Holdings from time to time;


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“Holdings Common Share A” are to Holdings’ Class A ordinary shares, par value $0.0001 per share;

 

   

“Holdings Common Share B” are to Holdings’ Class B ordinary shares, par value $0.0001 per share;

 

   

“Holdings Common Shares” are to Holdings Common Shares A and Holdings Common Share B;

 

   

“Holdings Key Shareholders” are to certain persons who will become shareholders of Holdings following the Closing;

 

   

“Holdings Preference Shares” are to Holdings preferred shares;

 

   

“Holdings Public Company Articles” are to the Second Amended and Restated Memorandum and Articles of Association of Holdings in effect at the Company Merger Effective Time;

 

   

“Holdings Redemption” are to Holdings’ redemption of each Holdings Common Share issued and outstanding immediately prior to the SPAC Merger for par value;

 

   

“Holdings Securities” are to Holdings Common Shares A and Holdings Warrants, collectively;

 

   

“Holdings Shareholders Agreement” are to the Shareholders Agreement entered into concurrently with the execution and delivery of the Business Combination Agreement by and among Holdings, certain shareholders of SPAC and certain shareholders of Swvl to be effective as of the Closing;

 

   

“Holdings Units” are to the units of Holdings, each consisting of one share of Holdings Common Share A and one-third of one Holdings Warrant, into which the SPAC Units will convert at the SPAC Merger Effective Time;

 

   

“Holdings Warrants” are to the warrants to acquire Holdings Common Shares A into which the SPAC Warrants will convert at the SPAC Merger Effective Time;

 

   

“Hypothetical Convertible Note Conversion” are to the hypothetical conversion of Swvl Convertible Notes (other than any Swvl Exchangeable Notes) into Swvl Common Shares A;

 

   

“IFRS” are to International Financial Reporting Standards as issued by the IASB;

 

   

“Initial Business Combination” are to SPAC’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities after the Initial Public Offering;

 

   

“Initial Public Offering” or “IPO” are to SPAC’s initial public offering of SPAC Units, which closed on January 22, 2021;

 

   

“Initial Voting Period” are to the period from the Closing through the completion of Holdings’ third annual meeting of shareholders;

 

   

“Intellectual Property” are to any and all proprietary, industrial and intellectual property rights, under the law of any jurisdiction or rights under international treaties, both statutory and common law rights, including: (i) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof, (ii) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers together with all translations, adaptations, derivations, combinations and other variants of the foregoing, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing, (iii) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof, (iv) trade secrets, know-how (including ideas, formulas, compositions and inventions (whether or not patentable or reduced to practice)), and database rights and (v) Internet domain names and social media accounts;

 

   

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

 

   

“In-the-Money Swvl Options” are to all Swvl Options that are unexercised, issued and outstanding as of immediately prior to the Company Merger Effective Time and, if such Swvl Options were Exchanged Options, would have a per share exercise price of less than $10.00 per share;


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“IPO Closing Date” are to January 22, 2021;

 

   

“IRS” are to the U.S. Internal Revenue Service;

 

   

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

   

“Key SPAC Shareholders” are Agility and Luxor;

 

   

“Key Swvl Shareholders” are to the persons and entities listed in the Swvl Disclosure Letter;

 

   

“Lock-Up Agreement” are to the Lock-Up Agreement entered into concurrently with the execution and delivery of the Business Combination Agreement by and among Holdings, certain shareholders of SPAC and certain shareholders of Swvl to be effective as of the Closing;

 

   

“Lock-Up Holders” are to certain securityholders of Swvl and directors and/or officers of Swvl who are expected to serve as directors and/or officers of Holdings upon the Closing;

 

   

“Luxor” are to affiliates of Luxor Capital Group, LP;

 

   

“Mergers” are to the SPAC Merger together with the Company Merger;

 

   

“Nasdaq” are to Nasdaq Global Market;

 

   

“New Board” are to the board of directors of Holdings immediately after the Company Merger Effective Time;

 

   

“Non-Electing Holder” are to a U.S. Holder who does not make either a QEF Election or a mark-to-market election for any taxable year SPAC is treated as a PFIC;

 

   

“Note” are to the unsecured promissory note given to SPAC from the Sponsor prior to the Initial Public Offering;

 

   

“NYSE” are to the New York Stock Exchange;

 

   

“Outside Date” are to the date that is January 24, 2022 (as may be further extended pursuant to the Business Combination Agreement);

 

   

“Over-Allotment Units” are to the 4,500,000 additional SPAC Units to cover over-allotments at IPO;

 

   

“Per Share Earnout Consideration” are to, with respect to each Earnout Triggering Event (or the date on which a Change of Control occurs in accordance with the Business Combination Agreement), with respect to each Eligible Swvl Equityholder, a number of Holdings Common Shares A equal to (i) the sum of (A) the number of Holdings Common Shares A issued in connection with such Earnout Triggering Event or Change of Control plus (B) the number of Earnout RSU Shares issued in connection with such Earnout Triggering Event or Change of Control, divided by (ii) the Swvl Outstanding Shares;

 

   

“PFIC” are to a passive foreign investment company;

 

   

“PIPE Financing” are to the private offering of securities of Holdings to certain investors pursuant to separate subscription agreements in connection with the Company Merger;

 

   

“PIPE Funds” are to the proceeds from the PIPE Financing;

 

   

“PIPE Investors” are to investors in the PIPE Financing;

 

   

“PIPE Resale Registration Statement” are to a registration statement registering the resale of the PIPE Shares;

 

   

“PIPE Subscription Agreements” are to subscription agreements entered into by SPAC, Holdings and, in some cases, Swvl as a part of the PIPE Financing;

 

   

“PIPE Subscription Amount” are to the aggregate purchase price of $100 million in the Private Placement;

 

   

“PIPE Shares” are to the shares that Holdings agreed to sell to the PIPE Investors and that the PIPE Investors agreed to purchase;


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“QEF Election” are to an election by a U.S. Holder to treat SPAC as a “qualified electing fund;”

 

   

“Reg Rights Holders” are to certain security holders of SPAC and Swvl, party to the Registration Rights Agreement;

 

   

“Registrable Securities” are to certain securities of Holdings that will be held by the Reg Rights Holders following the Closing;

 

   

“Registration Rights Agreement” are to the Registration Rights Agreement entered into concurrently with the execution and delivery of the Business Combination Agreement by and among Holdings, certain shareholders of SPAC and certain shareholders of Swvl to be effective as of the Closing;

 

   

“Registration Statement” are to this registration statement on Form F-4;

 

   

“Representatives” of a person are to, collectively, such person’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives;

 

   

“Required SPAC Proposals” are to, collectively (A) approval and adoption of the Business Combination Agreement, the Cayman Plan of Merger and the Mergers (including the rights of dissention applicable to the SPAC Merger) and the other Transactions contemplated by the Business Combination Agreement, including the adoption of the Holdings A&R Articles effective as of the SPAC Merger Effective Time, and any separate or unbundled proposals as are required to implement the foregoing, (B) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto and (C) any other proposals the parties deem necessary to effectuate the Transactions, including the appointment of the New Board, the adoption of the Holdings A&R Articles and the Holdings Public Company Articles and the appointments in respect of the Holdings Board at the SPAC Merger Effective Time in accordance with the Business Combination Agreement;

 

   

“Requisite Swvl Shareholder Approval” are to the requisite consent of Swvl’s shareholders under the BVI Companies Act, Swvl Articles and Swvl’s Amended and Restated Shareholders’ Agreement, dated on or about March 3, 2020, as amended, to approve the Business Combination Agreement, the BVI Plan of Merger and the Business Combination, which will require either the consent in writing of the holders of not less than (i) two-thirds of the issued Swvl Common Shares A; (ii) two-thirds of the issued Swvl Common Shares B; (iii) two-thirds of the issued Swvl Class A Preferred Shares; (iv) three-fourths of the issued Swvl Preferred Shares (voting together as a single class); (v) three-fourths of the issued Swvl Class B Preferred Shares; (vi) three-fourths of the issued Swvl Class C Preferred Shares; (vii) three-fourths of the issued Swvl Class D Preferred Shares; and (viii) three-fourths of the issued Swvl Class D-1 Preferred Shares; or the affirmative vote of (i) a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of Swvl Common Shares A, (ii) a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of Swvl Common Shares B, (iii) a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of Swvl Class A Preferred Shares, (iv) not less than three-fourths of the holders of Swvl Preferred Shares present (or represented at) voting at a duly constituted meeting of the holders of Swvl Preferred Shares (voting together as a single class), (v) not less than three-fourths of the holders of Swvl Class B Preferred Shares present (or represented at) and voting at a duly constituted meeting of the holders of Swvl Class B Preferred Shares, (vi) not less than three-fourths of the holders of Swvl Class C Preferred Shares present (or represented at) and voting at a duly constituted meeting of the holders of Swvl Class C Preferred Shares, (vii) not less than three-fourths of the holders of Swvl Class D Preferred Shares present (or represented at) and voting at a duly constituted meeting of the holders of Swvl Class D Preferred Shares, and (viii) not less than three-fourths of the holders of Swvl Class D-1 Preferred Shares present (or represented at) and voting at a duly constituted meeting of the holders of Swvl Class D-1 Preferred Shares;

 

   

“Resale Registration Statement” are to the registration statement required to be filed with the SEC under the Registration Rights Agreement;

 

   

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;


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“SEC Staff Statement” are to the statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’);”

 

   

“SEC” are to the Securities and Exchange Commission;

 

   

“Securities Act” are to the Securities Act of 1933, as amended;

 

   

“Selected Stock Exchange” are to the Nasdaq Global Market or, if Holdings does not qualify for such market, the Nasdaq Capital Market, or any other public stock market or exchange in the United States as may be mutually agreed by the Swvl and SPAC;

 

   

“Service Provider” are to any employee, officer, director, individual independent contractor or individual consultant of Swvl or any Swvl Subsidiary;

 

   

“SPAC Advisory Board” are to a team of management, board members and advisory board including Betsy Atkins, Nelda Connors, Brad Jones and Hannah Jones;

 

   

“SPAC Alternative Transaction” are to any merger, consolidation, or acquisition of stock or assets or any other business combination involving SPAC or any of its Subsidiaries, on the one hand, and any other corporation, partnership or other business organization other than Swvl and Swvl Subsidiaries, on the other hand;

 

   

“SPAC Articles” are to the Amended and Restated Memorandum and Articles of Association of the SPAC, adopted by special resolution dated January 19, 2021;

 

   

“SPAC Board” are to the board of directors of SPAC;

 

   

“SPAC Class A Ordinary Shares” are to SPAC’s Class A ordinary shares, par value $0.0001 per share;

 

   

“SPAC Class B Ordinary Shares” are to SPAC’s Class B ordinary shares, par value $0.0001 per share;

 

   

“SPAC Disclosure Letter” are to SPAC’s disclosure schedule delivered by SPAC to Swvl concurrently with the execution and delivery of the Business Combination Agreement;

 

   

“SPAC Expenses” are to all reasonable and documented third-party, out-of-pocket fees and expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, SPAC and its Subsidiaries in connection with the negotiation, preparation or execution of the Business Combination Agreement or any other Transaction Document, the performance of its covenants or agreements in the Business Combination Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, including (i) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants or other agents or service providers of SPAC or its Subsidiaries, and (ii) any other fees, expenses or other amounts that are expressly allocated to SPAC or its Subsidiaries pursuant to the Business Combination Agreement or any other Transaction Document, in each case including applicable Taxes (as defined in the Business Combination Agreement). Notwithstanding anything to the contrary in the Business Combination Agreement, SPAC Expenses will not include any Swvl Expenses;

 

   

“SPAC Merger Closing” are to the closing of the SPAC Merger;

 

   

“SPAC Merger Date” are to the date on which the SPAC Merger Effective Time occurs;

 

   

“SPAC Merger Effective Time” are to the date and time at which the SPAC Merger becomes effective;

 

   

“SPAC Merger” are to the merger of SPAC with and into Cayman Merger Sub, with Cayman Merger Sub surviving the merger;

 

   

“SPAC Ordinary Shares” are to the SPAC Class A Ordinary Shares and the SPAC Class B Ordinary Shares;

 

   

“SPAC Organizational Documents” are to the SPAC Articles, the Trust Agreement and the Warrant Agreement, in each case as amended, modified or supplemented from time to time;

 

   

“SPAC Preference Shares” are to SPAC’s preference shares, par value $0.0001 per share;


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“SPAC Private Placement Warrants” are to the warrants of SPAC issued to the Sponsor in a private placement simultaneously with the closing of the IPO;

 

   

“SPAC Public Securities” are to SPAC Class A Ordinary Shares and SPAC Warrants, collectively;

 

   

“SPAC Public Shareholders” are to the holders of SPAC Public Shares;

 

   

“SPAC Public Shares” are to the SPAC Class A Ordinary Shares sold as part of the SPAC Units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

 

   

“SPAC Public Warrants” are to the warrants sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

 

   

“SPAC Recommendation” are to the SPAC Board’s unanimous recommendation to SPAC shareholders that they approve the Required SPAC Proposals;

 

   

“SPAC Related Party Transactions” are to all Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to the Business Combination Agreement;

 

   

“SPAC Shareholder Support Agreements” are to the SPAC Shareholder Support Agreements entered into by and among Swvl, Holdings and the Key SPAC Shareholders concurrently with the execution and delivery of the Business Combination Agreement;

 

   

“SPAC Shareholders’ Meeting” are to the extraordinary general meeting of SPAC’s shareholders that is the subject of this proxy statement/prospectus and any adjournments thereof;

 

   

“SPAC Surviving Company” are to Cayman Merger Sub, in its capacity as the surviving company of the SPAC Merger;

 

   

“SPAC Units” are to SPAC’s units sold in the IPO, each of which consists of one SPAC Class A Ordinary Share and one-third of one SPAC Public Warrant;

 

   

“SPAC Warrants” are to (a) prior to the SPAC Merger Closing, the SPAC Public Warrants and the SPAC Private Placement Warrants, and (b) after the SPAC Merger Closing, the Holdings Warrants that the SPAC Public Warrants and SPAC Private Placement Warrants will convert into upon consummation of the SPAC Merger;

 

   

“SPAC” are to Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability;

 

   

“Sponsor Agreement” are to the letter agreement that the Sponsor entered into with Swvl, Holdings and SPAC concurrently with the execution and delivery of the Business Combination Agreement;

 

   

“Sponsor Lock Up Period” are to the earlier of (i) one year after the consummation of the Company Merger and (ii) the first date on which the last sale price of the Holdings Common Shares A equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the consummation of the Company Merger;

 

   

“Sponsor” are to Queen’s Gambit Holdings LLC, a Delaware limited liability company;

 

   

“Subscription Agreements” are to subscription agreements Holdings entered into with PIPE Investors concurrently with the execution and delivery of the Business Combination Agreement;

 

   

“Subsidiary PFICs” are to PFICs whose interests are held by another entity;

 

   

“Subsidiary” are to, with respect to a person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member;


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“Swvl Alternative Transaction” are to any (x) sale of 5% or more of the consolidated assets of Swvl and Swvl Subsidiaries, taken as a whole, (y) sale of 5% or more of the outstanding shares or capital stock of Swvl or one or more Swvl Subsidiaries holding assets constituting, individually or in the aggregate, 5% or more of the consolidated assets of Swvl and Swvl Subsidiaries, taken as a whole, or (z) merger, consolidation, liquidation, dissolution or similar transaction involving Swvl or one or more of the Swvl Subsidiaries holding assets constituting, individually or in the aggregate, 5% or more of the consolidated assets of Swvl and Swvl Subsidiaries, taken as a whole, in each case, other than with SPAC and its Representatives;

 

   

“Swvl Articles” are to the Amended and Restated Memorandum and Articles of Association of Swvl, dated March 3, 2020, as the same may be amended, supplemented, or modified from time to time;

 

   

“Swvl Board” are to the board of directors of Swvl;

 

   

“Swvl Class A Preferred Shares” are to Swvl’s convertible Class A Shares of no par value;

 

   

“Swvl Class B Preferred Shares” are to Swvl’s convertible Class B Shares of no par value;

 

   

“Swvl Class C Preferred Shares” are to Swvl’s convertible Class C Shares of no par value;

 

   

“Swvl Class D Preferred Shares” are to Swvl’s convertible Class D Shares of no par value;

 

   

“Swvl Class D-1 Preferred Shares” are to Swvl’s convertible Class D-1 Shares of no par value;

 

   

“Swvl Common Shares A” are to Swvl’s ordinary common shares A of no par value;

 

   

“Swvl Common Shares B” are to Swvl’s ordinary common shares B of no par value;

 

   

“Swvl Common Shares” are to Swvl Common Shares A together with Swvl Common Shares B;

 

   

“Swvl Convertible Notes” are to (a) the outstanding convertible notes issued by Swvl prior to the date of the Business Combination Agreement and (b) the Swvl Exchangeable Notes;

 

   

“Swvl Disclosure Letter” are to Swvl’s disclosure schedule delivered by Swvl to SPAC concurrently with the execution and delivery of the Business Combination Agreement;

 

   

“Swvl Exchangeable Notes” are to exchangeable notes issued after the date of the Business Combination Agreement in accordance with the Business Combination Agreement up to $35,500,000 in the aggregate (or such greater amount as agreed by Swvl and SPAC);

 

   

“Swvl Expenses” are to all reasonable and documented third-party, out-of-pocket, fees and expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by, Swvl and its Subsidiaries in connection with the negotiation, preparation or execution of the Business Combination Agreement or any other Transaction Document, the performance of its covenants or agreements in the Business Combination Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, including (i) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants or other agents or service providers of Swvl or its Subsidiaries and (ii) any other fees, expenses or other amounts that are expressly allocated to Swvl or its Subsidiaries pursuant to the Business Combination Agreement or any other Transaction Document, in each case including applicable Taxes (as defined in the Business Combination Agreement). Notwithstanding anything to the contrary in the Business Combination Agreement, Swvl Expenses will not include any SPAC Expenses;

 

   

“Swvl Merger Shares” are to the number of Holdings Common Shares A equal to the quotient obtained by dividing (a) the sum of (i) $1,000,000,000 plus (ii) the Aggregate Exercise Price by (b) $10.00;

 

   

“Swvl Options” are to options to purchase Swvl Common Shares B, granted under the 2019 Plan or otherwise; provided that Swvl Options will exclude any rights to purchase Swvl Common Shares B under any Swvl Convertible Note or any right to subscribe for further convertible notes in Swvl;

 

   

“Swvl Outstanding Shares” are to the total number of Swvl Common Shares and Swvl Preferred Shares in each case outstanding immediately prior to the Company Merger Effective Time, and including the


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number of Swvl Common Shares A issuable upon the Hypothetical Convertible Note Conversion and the number of Swvl Common Shares B subject to unexpired, issued and outstanding Swvl Options as of immediately prior to the Company Merger Effective Time (assuming the payment in cash of the exercise price of such Swvl Options);

 

   

“Swvl Preferred Shares” are to the Swvl Class A Preferred Shares, Swvl Class B Preferred Shares, Swvl Class C Preferred Shares, Swvl Class D Preferred Shares and Swvl Class D-1 Preferred Shares;

 

   

“Swvl Shareholders” are to the holders of Swvl Shares, Swvl Options or Swvl Convertible Notes (other than the Swvl Exchangeable Notes) prior to the Business Combination;

 

   

“Swvl Shares” are to the Swvl Common Shares and the Swvl Preferred Shares;

 

   

“Swvl Subsidiary” are to each Subsidiary of Swvl and, to the extent applicable, its branches, including those Subsidiaries set forth in the Swvl Disclosure Letter;

 

   

“Swvl Surviving Company” are to Swvl, in its capacity as the surviving company of the Company Merger;

 

   

“Swvl Transaction Support Agreement” are to the Swvl Transaction Support Agreement entered into by and among SPAC, the Key Swvl Shareholders, as Swvl shareholders holding Swvl Shares sufficient to constitute the Requisite Swvl Shareholder Approval, and the holders of the Swvl Convertible Notes (other than holders of any Swvl Exchangeable Notes in their capacities as such) concurrently with the execution and delivery of the Business Combination Agreement;

 

   

“Swvl” are to Swvl, Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands;

 

   

“Swvl-Owned IP” are to all Intellectual Property rights owned or purported to be owned by Swvl or any of the Swvl Subsidiaries;

 

   

“Terminating SPAC Breach” are to (x) upon a breach of any representation, warranty, covenant or agreement on the part of SPAC or BVI Merger Sub set forth in the Business Combination Agreement, (y) if any representation or warranty of SPAC or BVI Merger Sub have become untrue or (z) upon a breach of any covenant or agreement set forth in the Business Combination Agreement on the part of Holdings or Cayman Merger Sub occurring after the SPAC Merger Effective Time, in the case of clauses (x), (y) or (z) such that the conditions set forth in the Business Combination Agreement would not be satisfied;

 

   

“Terminating Swvl Breach” are to a breach of any representation, warranty, covenant or agreement on the part of Swvl, Holdings or Cayman Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of Swvl, Holdings or Cayman Merger Sub have become untrue, in either case such that the conditions set forth in the Business Combination Agreement would not be satisfied;

 

   

“Transaction Documents” are to the Business Combination Agreement, including all Schedules and Exhibits thereto, the Swvl Disclosure Letter, the SPAC Disclosure Letter and the Ancillary Agreements;

 

   

“Transactions” are to the transactions contemplated by the Business Combination Agreement and the Transaction Documents;

 

   

“Treasury Regulations” are to U.S. Treasury regulations;

 

   

“Trust Account” are to the trust account at J.P. Morgan Chase Bank, N.A.;

 

   

“Trust Agreement” are to the Investment Management Trust Agreement, dated as of January 19, 2021, between SPAC and Continental Stock Transfer & Trust Company;

 

   

“U.S. Holder” are to a Holder that, for U.S. federal income tax purposes is an individual who is a citizen or resident of the United States; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state


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thereof, or the District of Columbia; an estate the income of which is subject to U.S. federal income tax regardless of its source; or a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable Treasury Regulations to be treated as a United States person;

 

   

“Warrant Agreement” are to the Warrant Agreement, dated January 19, 2021, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent;

 

   

“WHO” are to the World Health Organization;

 

   

“Working Capital Loan” are to loans from the Sponsor or an affiliate of the Sponsor or SPAC’s officers and directors to the SPAC, $1,500,000 of which may be converted into Holdings Warrants at Closing at a rate of $1.50 per warrant;

 

   

“Written Consent Failure” are to Swvl’s failure to deliver the Written Consents to SPAC within five (5) business days of the Registration Statement becoming effective; and

 

   

“Written Consents” are to the written consents of the requisite shareholders of Swvl in favor of the approval and adoption of the Business Combination Agreement, the Company Merger and all other transactions contemplated by the Business Combination Agreement.


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QUESTIONS AND ANSWERS ABOUT THE SPAC SHAREHOLDERS’ MEETING AND THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the SPAC Shareholders’ Meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to SPAC shareholders. We urge SPAC shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

SPAC shareholders are being asked to consider and vote upon the Proposals, including to approve the transactions contemplated by the Business Combination Agreement, including the SPAC Merger and the Company Merger.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the SPAC Shareholders’ Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

 

Q:

What is being voted on at the SPAC Shareholders’ Meeting?

 

A:

SPAC shareholders will vote on the following proposals at the SPAC Shareholders’ Meeting:

 

   

Proposal No. 1 — The SPAC Merger Proposal — a proposal to approve by special resolution the SPAC Merger and the Cayman Plan of Merger and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring prior to the Closing Date, including the appointment of the Holdings Board following the SPAC Merger Effective Time and the adoption of the Holdings A&R Articles.

 

   

Proposal No. 2 — The Company Merger Proposal — a proposal to approve as an ordinary resolution the Company Merger and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring on or after the Closing Date, including the appointment of the Holdings Board following the Company Merger Effective Time and the adoption of the Holdings Public Company Articles (to include the change of name of Holdings).

 

   

Proposal No. 3 — The Advisory Organizational Documents Proposal — a proposal to approve, on a non-binding advisory basis, by ordinary resolution, the governance provisions contained in the Holdings Public Company Articles that materially affect SPAC shareholders’ rights.

 

   

Proposal No. 4 — The Adjournment Proposal — a proposal, if put, to approve by ordinary resolution the adjournment of the SPAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the SPAC Merger Proposal, the Company Merger Proposal or the Advisory Organizational Documents Proposal.

The Business Combination cannot be completed unless SPAC shareholders approve the SPAC Merger Proposal and the Company Merger Proposal at the SPAC Shareholders’ Meeting. In the event the Adjournment Proposal is put forth at the SPAC Shareholders’ Meeting, it will be the first and only Proposal voted upon and none of the SPAC Merger Proposal, the Company Merger Proposal, nor the Advisory Organizational Documents Proposal will be submitted to the SPAC shareholders for a vote.

 

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Q:

Are the Proposals conditioned on one another?

 

A:

The Business Combination cannot be completed unless the SPAC Merger Proposal and the Company Merger Proposal are approved at the SPAC Shareholders’ Meeting. Each of the Business Combination Proposals is cross-conditioned on the approval and adoption of the other Business Combination Proposal. The Advisory Organizational Documents Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

 

Q:

What will happen in the Business Combination?

On July 28, 2021, SPAC, Swvl, Holdings, Cayman Merger Sub and BVI Merger Sub entered into the Business Combination Agreement, pursuant to which the Business Combination will be effected in four steps: (a) in accordance with the Cayman Companies Act at the SPAC Merger Effective Time, SPAC will merge with and into Cayman Merger Sub, with Cayman Merger Sub surviving the SPAC Merger and becoming the sole owner of BVI Merger Sub; (b) concurrently with the consummation of the SPAC Merger, and subject to the BVI Companies Act, Holdings will redeem each Holdings Common Share A and each Holdings Common Share B issued and outstanding immediately prior to the SPAC Merger for par value, (c) following the SPAC Merger and subject to the Cayman Companies Act and the BVI Companies Act, the SPAC Surviving Company will distribute all of the issued and outstanding BVI Merger Sub Common Shares to Holdings, and (d) following the BVI Merger Sub Distribution, but no earlier than one business day after the SPAC Merger, in accordance with the BVI Companies Act, BVI Merger Sub will merge with and into Swvl, with Swvl surviving the Company Merger as a wholly owned Subsidiary of Holdings.

The SPAC Merger and the Holdings Redemption will occur at least one business day prior to, and independent of, the Company Merger and the Closing. The PIPE Financing will be consummated prior to or substantially concurrently with the Company Merger.

As a result of the Business Combination, the SPAC Surviving Company and Swvl will each become wholly owned subsidiaries of Holdings and the securityholders of SPAC and Swvl will become securityholders of Holdings. Following the Business Combination, Holdings will be a public company and is expected to be listed on Nasdaq. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

 

Q:

Why is SPAC proposing the Business Combination?

 

A:

SPAC was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving SPAC and one or more businesses or entities.

On January 22, 2021, SPAC completed the IPO of 34,500,000 SPAC Units, including 4,500,000 SPAC Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, with each SPAC Unit consisting of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant, where each whole SPAC Warrant is exercisable to purchase one SPAC Class A Ordinary Share at a price of $11.50 per share, generating gross proceeds to SPAC of $345,000,000. The underwriters were granted a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 4,500,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on January 22, 2021. Since the IPO, SPAC’s activity has been limited to the search for a prospective initial business combination.

The SPAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by SPAC’s management and SPAC’s advisors. As a result, the SPAC Board concluded that a transaction with Swvl would present the most attractive opportunity to maximize value for SPAC’s shareholders. Please see the subsection entitled “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination.”

 

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Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

There are a number of closing conditions in the Business Combination Agreement, including the approval by SPAC’s shareholders of the Business Combination Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

 

Q:

How will Holdings be managed and governed following the Business Combination?

 

A:

Immediately after the Closing, the Holdings Board will be divided into three separate classes, designated as follows:

 

   

the Class I directors will be Esther Dyson,                  and their terms will expire at the annual general meeting of shareholders to be held in 2022;

 

   

the Class II directors will be Lone Fonss Schroder,                  and their terms will expire at the annual general meeting of shareholders to be held in 2023; and

 

   

the Class III directors will be Mostafa Kandil, Victoria Grace and                  and their terms will expire at the annual general meeting of shareholders to be held in 2024.

For additional information, please see the section entitled “Management After the Business Combination.”

 

Q:

What is the PIPE Financing?

 

A:

Concurrently with the execution of the Business Combination Agreement, SPAC, Holdings, the PIPE Investors and, in some cases, Swvl entered into the PIPE Subscription Agreements, pursuant to which the PIPE Investors agreed to purchase, and Holdings agreed to sell to the PIPE Investors in a private placement at the Company Merger Effective Time, Holdings Common Shares A for a purchase price of $10.00 per share, representing an aggregate purchase price of $100.0 million.

On August 25, 2021, eight PIPE Investors pre-funded Swvl with $35.5 million of the aggregate PIPE Subscription Amount by purchasing Swvl Exchangeable Notes. At the Closing, each Swvl Exchangeable Note will be automatically exchanged for Holdings Common Shares A at an exchange price of $8.50 per share. Upon the issuance of the Swvl Exchangeable Notes, the amount of the applicable PIPE Investor’s subscription was reduced dollar-for-dollar by the aggregate purchase price of such PIPE Investor’s Swvl Exchangeable Notes. As a result, the PIPE Investors will fund $64.5 million at the Company Merger Effective Time pursuant to the PIPE Subscription Agreements.

The aggregate number of Holdings Common Shares A issuable to the PIPE Investors in connection with the PIPE Subscription Agreements and the Swvl Exchangeable Notes is 10,626,471.

 

Q:

What will be the equity stakes of the SPAC Public Shareholders, the Sponsor, the Swvl Shareholders and the PIPE Investors in Holdings upon completion of the Business Combination?

 

A:

The exact equity stakes of the persons that will become securityholders of Holdings will depend on various factors. Set forth below are illustrative examples of the post-closing equity stakes of the SPAC Public Shareholders, the Sponsor, the Swvl Shareholders and the PIPE Investors based on various assumptions described below.

If we (a) assume that (i) no SPAC Public Shareholders elect to have their SPAC Public Shares redeemed, (ii) there are no other issuances of equity interests of SPAC or Swvl, (iii) none of the Sponsor or the Swvl Shareholders purchase SPAC Class A Ordinary Shares in the open market, and (iv) all Exchanged Options are exercised using cash and (b) do not take into account (i) Holdings Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or the Earnout RSUs, the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 65% of the outstanding Holdings Common Shares A;

 

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the SPAC Public Shareholders will own 34,500,000 Holdings Common Shares A, or approximately 22% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 7% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 8,625,000 Holdings Common Shares A, or approximately 6% of the outstanding Holdings Common Shares A.

If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” (i.e., 30,639,823 SPAC Public Shares are redeemed), and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 81% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 3,860,177 Holdings Common Shares A, or approximately 3% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 9% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 8,625,000 Holdings Common Shares A, or approximately 7% of the outstanding Holdings Common Shares A.

The ownership percentages with respect to Holdings set forth above do not take into account SPAC Warrants that will convert into Holdings Warrants in the Business Combination, but do include the SPAC Class B Ordinary Shares, which will convert into Holdings Common Shares B in the SPAC Merger, with such Holdings Common Shares B converting into Holdings Common Shares A upon the Company Merger. If the facts are different than these assumptions, the percentage ownership retained by SPAC’s existing shareholders in Holdings following the Business Combination will be different. For example, if we assume that all outstanding 11,500,000 SPAC Public Warrants and 5,933,333 SPAC Private Placement Warrants were exercisable and exercised following completion of the Business Combination and further assume that no SPAC Public Shareholders elect to have their SPAC Public Shares redeemed (and each other assumption set forth in the foregoing clauses (a) and (b) remain true), then the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 59% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 46,000,000 Holdings Common Shares A, or approximately 27% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 6% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 14,558,333 Holdings Common Shares A, or approximately 8% of the outstanding Holdings Common Shares A.

The Holdings Warrants will become exercisable on the later of 30 days after the completion of the Business Combination and January 22, 2022 and will expire five years after the completion of the Business Combination or earlier upon their redemption or liquidation.

 

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Additionally, if we assume the issuance of the maximum amount of Earnout Shares (and each other assumption set forth in the foregoing clauses (a) and (b) remain true), then the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 116,591,814 Holdings Common Shares A, or approximately 68% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 34,500,000 Holdings Common Shares A, or approximately 20% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 6% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 8,625,000 Holdings Common Shares A, or approximately 5% of the outstanding Holdings Common Shares A.

Please see sections entitled “Summary of the Proxy Statement/Prospectus—Ownership of Holding After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

Q:

How will the SPAC Merger affect my SPAC Ordinary Shares, SPAC Warrants, and SPAC Units?

 

A:

At the SPAC Merger Effective Time, pursuant to the SPAC Merger: (a) each SPAC Class A Ordinary Share issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A; (b) each SPAC Class B Ordinary Share outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B; (c) each SPAC Warrant issued, outstanding and unexercised immediately prior to the SPAC Merger Effective Time will be automatically assumed and converted into a fraction or whole Holdings Warrant, as the case may be, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former warrants of SPAC; and (d) without duplication of the foregoing, each SPAC Unit, existing and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into one Holdings Unit.

As a result, immediately following the SPAC Merger and prior to the Company Merger, holders of SPAC Ordinary Shares, SPAC Warrants and SPAC Units will hold the same interests in Holdings as they did in SPAC as of immediately prior to the SPAC Merger. Following the SPAC Merger and prior to the Company Merger, the Holdings Common Shares A, Holdings Warrants and Holdings Units held by the former holders of SPAC equity are expected to be publicly traded and listed on Nasdaq under SPAC’s current trading symbols “GMBT”, “GMBTW” and “GMBTU”. During such period, Holdings will be the sole shareholder of the SPAC Surviving Company and will hold no other material assets.

For additional information about the SPAC Merger, please see the section entitled “The Business Combination” in this proxy statement/prospectus.

 

Q:

What are the U.S. federal income tax consequences of the SPAC Merger to U.S. Holders?

 

A:

As discussed more fully below in the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—The SPAC Merger” it is intended that the SPAC Merger qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). If the SPAC Merger so qualifies, U.S. Holders (as defined below in the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—U.S. Holder Defined”) should not recognize gain or loss for U.S. federal income tax purposes on the exchange of SPAC Public Securities for Holdings Securities pursuant to the SPAC Merger, subject to the discussion contained herein on whether SPAC is treated as a “passive foreign investment company” or “PFIC”.

 

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The rules governing the U.S. federal income tax treatment of the SPAC Merger are complex. All holders of SPAC Public Securities are urged to consult with their own tax advisors regarding the potential tax consequences to them of the SPAC Merger, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the SPAC Merger to U.S. Holders, please see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—The SPAC Merger”.

 

Q:

Did the SPAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

Yes. Although the SPAC Articles do not require the SPAC Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target business is affiliated with the Sponsor, directors or officers, SPAC retained Guggenheim Securities, LLC (“Guggenheim Securities”) as its financial advisor in connection with the Business Combination. In connection with the Mergers, Guggenheim Securities rendered an opinion to the Swvl Board to the effect that, as of July 28, 2021, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Company Merger Consideration was fair, from a financial point of view, to SPAC. The full text of Guggenheim Securities’ written opinion, which is attached as Annex E to this proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, business, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to the SPAC Board (in its capacity as such) for its information and assistance in connection with its evaluation of the consideration under the Business Combination Agreement. Guggenheim Securities’ opinion and any materials provided in connection therewith did not constitute a recommendation to the SPAC Board with respect to the Company Merger or related transactions, nor does Guggenheim Securities’ opinion or the summary of its underlying financial analyses elsewhere in this proxy statement/prospectus constitute advice or a recommendation to any holder of securities of SPAC as to how to vote or act in connection with the Mergers or otherwise (including whether or not holders of SPAC Class A Ordinary Shares should redeem their shares). Guggenheim Securities’ opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the Company Merger Consideration to SPAC to the extent expressly specified in such opinion and does not address any other term, aspect or implication of the Mergers or the related transactions (including, without limitation, the form or structure of the Mergers and the related transactions), the Business Combination Agreement, the PIPE Investment, the Swvl Transaction Support Agreements, the SPAC Shareholder Support Agreements, the Sponsor Agreement, the Registration Rights Agreement, the Lock-Up Agreements, the Holdings Shareholder Agreement, or any other agreement, transaction document or instrument contemplated by the Business Combination Agreement or to be entered into or amended in connection with the Mergers or any financing or other transactions related thereto.

Please see the section entitled “The Business Combination—Opinion of SPAC’s Financial Advisor” and the opinion of Guggenheim Securities attached hereto as Annex E for additional information.

 

Q:

What happens if I sell my SPAC Class A Ordinary Shares before the SPAC Shareholders’ Meeting?

 

A:

The record date for the SPAC Shareholders’ Meeting is earlier than the date of the SPAC Shareholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your SPAC Class A Ordinary Shares after the record date, but before the SPAC Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the SPAC Shareholders’ Meeting. However, you will not be able to seek redemption of your SPAC Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If

 

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  you transfer your SPAC Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the SPAC Shareholders’ Meeting or seek redemption of those shares.

 

Q:

How has the announcement of the Business Combination affected the trading price of the SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants?

 

A:

The closing price of the SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants on July 26, 2021, the last trading day prior to the publication of articles speculating about the Business Combination, was $10.03, $9.68 and $0.99, respectively. The closing price of the SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants on July 27, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $9.98, $9.68 and $1.01, respectively. On             , 2021, the trading date immediately prior to the date of this proxy statement/prospectus, the SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants closed at $        , $         and $        , respectively.

 

Q:

Following the Business Combination, will SPAC’s securities continue to trade on a stock exchange?

 

A:

The parties anticipate that, following the SPAC Merger Closing, the Holdings Common Shares A, Holdings Warrants and Holdings Units will be listed on the Nasdaq Global Market under the SPAC’s current trading symbols, “GMBT”, “GMBTW” and “GMBTU,” respectively. Following the SPAC Merger Closing, the SPAC Units, SPAC Class A Ordinary Shares, and SPAC Warrants will cease trading on the Nasdaq Capital Market and will be deregistered under the Exchange Act.

Upon the Company Merger Closing, the Holdings Units will be separated into their component securities and cease to exist. The parties anticipate that, following the Company Merger Closing, the Holdings Common Shares A and Holdings Warrants will trade on Nasdaq under the new symbols “SWVL” and “SWVLW,” respectively.

 

Q:

What vote is required to approve the Proposals presented at the SPAC Shareholders’ Meeting?

 

A:

The approval of the SPAC Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of at least two-thirds of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the SPAC Shareholders’ Meeting, voting as a single class. The approval of each of the Company Merger Proposal, the Advisory Organizational Documents Proposal and the Adjournment Proposal is being proposed as an ordinary resolution, being the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually casting votes thereon at the SPAC Shareholders’ Meeting, voting as a single class. Accordingly, assuming a quorum is present, a shareholder’s failure to vote in person, or by proxy (including by way of the online meeting option) at the SPAC Shareholders’ Meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the SPAC Shareholders’ Meeting (assuming a quorum is present).

 

Q:

May the Sponsor or SPAC’s directors, officers or advisors or any of their respective affiliates purchase SPAC Public Shares in connection with the Business Combination?

 

A:

In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor and SPAC’s directors, officers and advisors and any of their respective affiliates may privately negotiate transactions to purchase SPAC Public Shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of SPAC Public Shares the Sponsor or SPAC’s directors,

 

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  officers or advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the Nasdaq rules. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, none of the Sponsor, SPAC’s directors, officers or advisor or any of their respective affiliates have current commitments, plans, or intentions to engage in such transactions or have formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase SPAC Public Shares in such transactions. None of the Sponsor or SPAC’s directors, officers or advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such SPAC Public Shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such SPAC Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or SPAC’s directors, officers or advisors or any of their respective affiliates purchase SPAC Public Shares in privately negotiated transactions from SPAC Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. For more information, see the section entitled “The Business Combination — Potential Purchases of Public Shares.

 

Q:

How many votes do I have at the SPAC Shareholders’ Meeting?

 

A:

SPAC’s shareholders are entitled to one vote at the SPAC Shareholders’ Meeting for each SPAC Class A Ordinary Share or SPAC Class B Ordinary Share held of record as of             , 2021, the record date for the SPAC Shareholders’ Meeting. As of the close of business on the record date, there were 34,500,000 outstanding SPAC Class A Ordinary Shares, which are held by the SPAC Public Shareholders, and 8,625,000 outstanding SPAC Class B Ordinary Shares, which are held by the Sponsor.

 

Q:

What constitutes a quorum at the SPAC Shareholders’ Meeting?

 

A:

Holders of a majority in voting power of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares issued and outstanding and entitled to vote at the SPAC Shareholders’ Meeting, present in person, or by proxy (including by way of the online meeting option), constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the SPAC Shareholders’ Meeting. As of the record date for the SPAC Shareholders’ Meeting, 21,562,501 SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

 

Q:

How will the Sponsor vote?

 

A:

The Sponsor has agreed to vote any SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares owned by it in favor of the Business Combination and the other Proposals. Currently, the Sponsor owns approximately 20.0% of the issued and outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, in the aggregate. Please see the subsection entitled “The Business Combination — Related Agreements — Sponsor Agreement.”

 

Q:

What interests do the current officers and directors of SPAC have in the Business Combination?

 

A:

In considering the SPAC Board’s recommendation to vote in favor of the approval of the Business Combination Proposals, SPAC shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain of SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other SPAC shareholders generally. The SPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business

 

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  Combination, and in recommending to SPAC shareholders that they approve the Business Combination. SPAC shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. The SPAC Board was aware of and considered these interests, among other matters, in recommending that SPAC Shareholders vote “FOR” each of the Proposals. These interests include, among other things:

 

 

the fact that the Sponsor and SPAC’s directors and officers have agreed not to redeem any SPAC Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

 

 

the fact that the Sponsor and SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any SPAC Class B Ordinary Shares held by them if SPAC fails to complete an Initial Business Combination within the Combination Period, resulting in a loss of approximately $         based on the Trust Account balance as of             , 2021;

 

 

the fact that if the Trust Account is liquidated, including in the event SPAC is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per SPAC Public Share, or such lesser amount per SPAC Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to SPAC or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality, or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

 

the fact that the Sponsor paid an aggregate of $25,000, or approximately $0.003 per share, for 8,625,000 SPAC Class B Ordinary Shares and that such SPAC Class B Ordinary Shares will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable, would be valued at approximately $        , based on the most recent closing price of the SPAC Class A Ordinary Shares of $         per share on             , 2021;

 

 

the fact that the Sponsor paid an aggregate of $8,900,000, or approximately $1.50 per warrant, for 5,933,333 SPAC Private Placement Warrants to purchase SPAC Class A Ordinary Shares and that such SPAC Private Placement Warrants will expire worthless if an Initial Business Combination is not consummated within the Combination Period;

 

 

the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to SPAC may be converted into SPAC Warrants to purchase SPAC Class A Ordinary Shares at a price of $1.50 per warrant at the option of the lender (as of the date of this proxy statement/prospectus, there were no amounts outstanding under any working capital loans);

 

 

the anticipated designation of Victoria Grace, SPAC’s Chief Executive Officer and member of the SPAC Board, and Lone Fonss Schroder, a member of the SPAC Board, as directors of Holdings following the Business Combination;

 

 

the fact that Victoria Grace is Chief Executive Officer and Managing Member of the Sponsor and may be deemed to have or share beneficial ownership of the SPAC Class B Ordinary Shares held directly by the Sponsor;

 

 

the fact that, prior to the signing of the Business Combination Agreement, Victoria Grace also served as a member of the board of directors of VNV Global, an affiliate of a significant existing shareholder of Swvl;

 

 

the fact that Lone Fonss Schroder also serves as Chief Executive Officer of Concordium AG, an affiliate of the Concordium Foundation, a PIPE Investor;

 

 

the continued indemnification of SPAC’s existing directors and officers under the Holdings Memorandum and Articles and the continuation of SPAC’s directors’ and officers’ liability insurance after the Business Combination;

 

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the fact that Holdings has agreed to indemnify the Sponsor for certain losses incurred in connection with actions arising out of the Transactions;

 

 

the fact that the Sponsor will lose its entire investment in SPAC if an Initial Business Combination is not completed within the Combination Period;

 

 

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

 

 

the fact that the Sponsor and SPAC’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $         as of             , 2021;

 

 

the fact that SPAC’s directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business to SPAC; for example, in February 2021, SPAC’s directors and officers launched Queen’s Gambit Growth Capital II, a new blank check company incorporated for the purpose of effecting a business combination;

 

 

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination — Related Agreements”; and

 

 

the fact that given the differential in the purchase price that the Sponsor paid for the SPAC Class B Ordinary Shares as compared to the price of the SPAC Units sold in SPAC’s IPO and the 8,625,000 Holdings Common Shares A that the Sponsor will receive upon conversion of the SPAC Class B Ordinary Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the Holdings Common Shares A trade below the price initially paid for the SPAC Units in SPAC’s IPO and the SPAC Public Shareholders receive a negative rate of return following the completion of the Business Combination.

 

Q:

What happens if I vote against the Business Combination Proposals?

 

A:

Under the SPAC Articles, if the Business Combination Proposals are not approved and SPAC does not otherwise consummate an alternative Initial Business Combination within the Combination Period, SPAC will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the SPAC Public Shareholders.

 

Q:

Do I have redemption rights?

 

A:

Pursuant to the SPAC Articles, a SPAC Public Shareholder may request that SPAC redeem all or a portion of its SPAC Public Shares for cash if the Business Combination is consummated. As a holder of SPAC Public Shares, you will be entitled to exercise your redemption rights if you:

 

   

hold SPAC Public Shares or, if you hold SPAC Public Shares through SPAC Units, you elect to separate your SPAC Units into the underlying SPAC Public Shares and SPAC Public Warrants prior to exercising your redemption rights;

 

   

submit a written request to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your SPAC Public Shares for cash and (ii) identify yourself as the beneficial holder of the SPAC Public Shares and provide your legal name, phone number, and address; and

 

   

deliver your SPAC Public Shares to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

 

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Holders must complete the procedures for electing to redeem their SPAC Public Shares in the manner described above prior to 5:00 p.m., Eastern time, on             , 2021 (two business days before the SPAC Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of SPAC Units must elect to separate the SPAC Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising their redemption rights with respect to the SPAC Public Shares. If SPAC Public Shareholders hold their SPAC Units in an account at a brokerage firm or bank, such SPAC Public Shareholders must notify their broker or bank that they elect to separate the SPAC Units into the underlying SPAC Public Shares and SPAC Public Warrants, or if a holder holds SPAC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, SPAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to SPAC in order to validly exercise its redemption rights. SPAC Public Shareholders may elect to exercise their redemption rights with respect to their SPAC Public Shares even if they vote ”FOR” the Proposals. If the Business Combination is not consummated, the SPAC Public Shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if a SPAC Public Shareholder properly exercises its redemption right with respect to all or a portion of the SPAC Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Holdings will redeem the related Holdings Common Shares A for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of             , 2021, this would have amounted to approximately $10.00 per issued and outstanding SPAC Public Share. If a SPAC Public Shareholder exercises its redemption rights in full, then it will not own SPAC Public Shares or Holdings Common Shares A following the redemption. The redemption will take place following the SPAC Merger and, accordingly, it is Holdings Common Shares A that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “SPAC Shareholders’ Meeting — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your SPAC Public Shares.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your SPAC Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposals or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must (a) if you hold your SPAC Class A Ordinary Shares through SPAC Units, elect to separate your SPAC Units into the underlying SPAC Public Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the SPAC Public Shares and (b) prior to 5:00 p.m., Eastern time, on             , 2021 (two business days before the SPAC Shareholders’ Meeting), tender your shares physically or electronically and submit a request in writing that your redemption rights with respect to your SPAC Public Shares be exercised to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

Notwithstanding the foregoing, a SPAC Public Shareholder, together with any of his, her, or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the

 

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Exchange Act), will be restricted from seeking redemption rights with respect to his, her, or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all SPAC Public Shares in excess of the 20% threshold beneficially owned by a SPAC Public Shareholder or group will not be eligible for redemption. In order to determine whether a shareholder is acting in concert or as a group with any other shareholder, SPAC will require each SPAC Public Shareholder seeking to exercise redemption rights to certify to SPAC whether such shareholder is acting in concert or as a group with any other shareholder. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is SPAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, SPAC does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker, or other nominee to have the shares certificated or delivered electronically.

Holders of outstanding SPAC Units must separate the underlying SPAC Public Shares and SPAC Public Warrants prior to exercising their redemption rights with respect to the SPAC Public Shares. If you hold SPAC Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into SPAC Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit the mailing of the SPAC Public Share certificates or electronic delivery of the SPAC Public Shares back to you so that you may then exercise your redemption rights with respect to the SPAC Public Shares following the separation of such SPAC Public Shares from the SPAC Units.

If a broker, dealer, commercial bank, trust company, or other nominee holds your SPAC Units, you must instruct such nominee to separate your SPAC Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of SPAC Units to be split and the nominee holding such SPAC Units. Your nominee must also initiate electronically, using DTC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant SPAC Units and a deposit of the corresponding number of SPAC Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the SPAC Public Shares following the separation of such SPAC Public Shares from the SPAC Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your SPAC Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with SPAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your SPAC Public Shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting SPAC’s transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights if I am a U.S. Holder?

 

A:

The receipt of cash by a U.S. Holder in redemption of its Holdings Common Shares A will be a taxable event for U.S. federal income tax purposes. It is expected that a redeeming U.S. Holder will be treated as selling its Holdings Common Shares A and will recognize capital gain or loss. There may be certain circumstances, however, in which the redemption will not be treated as a sale of Holdings Common Shares A for U.S. federal income tax purposes, and the redemption will instead be treated as a distribution of cash from Holdings. In particular, the redemption may be treated as a distribution for U.S. federal income tax

 

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  purposes depending on the amount of Holdings Common Shares A that such U.S. Holder owns or is deemed to own (including as a result of owning Holdings Warrants). Notwithstanding the foregoing, if SPAC (or, after the SPAC Merger, Holdings) is treated as a “passive foreign investment company” (or “PFIC”) under the PFIC rules at any time during a U.S. Holder’s holding period of SPAC Class A Ordinary Shares or Holdings Common Shares A, unless a redeeming U.S. Holder has made certain elections, the gain recognized or proceeds received in the redemption may be subject to tax at ordinary income rates and an interest charge under a complex set of computational rules. Please see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—Redemption of Holdings Common Shares A” and “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Rules” for additional information.

Because the SPAC Merger will occur prior to the redemption of stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the SPAC Merger. The tax considerations for U.S. Holders with respect to the SPAC Merger are discussed more fully in the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—The SPAC Merger”.

All holders of SPAC Public Securities considering exercising their redemption rights should consult with their tax advisors with respect to the potential tax consequences to them of the SPAC Merger and the exercise of their redemption rights.

 

Q:

If I am a holder of SPAC Warrants, can I exercise redemption rights with respect to such warrants?

 

A:

No. The holders of SPAC Warrants have no redemption rights with respect to such warrants.

 

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

 

A:

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out in the section entitled “Extraordinary General Meeting of SPAC Shareholders—Redemption Rights” herein, and the SPAC Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “Summary of the Proxy Statement/Prospectus – Appraisal Rights” and “The Business Combination – Appraisal Rights” for more information.

 

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

If the Business Combination is completed, the funds in the Trust Account shall be used first to pay holders of the SPAC Public Shares who validly exercise their redemption rights. The remainder of such funds shall be released to Holdings and used by Holdings (a) to pay any transaction costs associated with the Business Combination Agreement and Business Combination, (b) to pay any taxes and deferred underwriting discounts and commissions from SPAC’s IPO and (c) for general corporate purposes of Holdings.

 

Q:

What happens if the Business Combination is not consummated or is terminated?

 

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “The Business Combination — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the SPAC Articles, if an Initial Business Combination is not consummated within the Combination Period, SPAC will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the SPAC Public Shares, at a per share price, payable in cash, equal to the aggregate

 

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  amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to SPAC to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding SPAC Public Shares, which redemption will completely extinguish the SPAC Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of SPAC’s remaining shareholders and the SPAC Board, liquidate and dissolve, subject in each case of (b) and (c) above to SPAC’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

It is expected that the amount of any distribution the SPAC Public Shareholders will be entitled to receive upon SPAC’s dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to SPAC’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of the SPAC Class B Ordinary Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to the outstanding SPAC Warrants. Accordingly, the SPAC Warrants will expire worthless.

In addition, if the Business Combination is not consummated, the Swvl Exchangeable Notes will become convertible solely into Swvl Shares (and not into shares of Holdings).

 

Q:

When is the Business Combination expected to be consummated?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the SPAC Shareholders’ Meeting to be held on             , 2021, provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.”

 

Q:

What do I need to do now?

 

A:

You are urged to read carefully and consider the information included in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. If you are a SPAC shareholder, you should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.

 

Q:

How do I vote?

 

A:

If you were a holder of record of SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares on             , 2021, the record date for the SPAC Shareholders’ Meeting, you may vote with respect to the Proposals online at the SPAC Shareholders’ Meeting or by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the SPAC Shareholders’ Meeting and vote online, obtain a proxy from your broker, bank, or nominee.

 

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Q:

What will happen if I abstain from voting or fail to vote at the SPAC Shareholders’ Meeting?

 

A:

At the SPAC Shareholders’ Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals (assuming a quorum is present).

 

Q:

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

 

A:

Signed and dated proxies received by SPAC without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the shareholders at the SPAC Shareholders’ Meeting.

 

Q:

If I am not going to attend the SPAC Shareholders’ Meeting, should I submit my proxy card instead?

 

A:

Yes. Whether you plan to attend the SPAC Shareholders’ Meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q:

If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

 

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. SPAC believes the Proposals presented to SPAC’s shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

 

Q:

May I change my vote after I have submitted my executed proxy card?

 

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to SPAC at the address listed below so that it is received by SPAC prior to the SPAC Shareholders’ Meeting or by attending the SPAC Shareholders’ Meeting in person or online and voting there. You also may revoke your proxy by sending a notice of revocation to SPAC, which must be received prior to the SPAC Shareholders’ Meeting.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your shares.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Queen’s Gambit Growth Capital

55 Hudson Yards, 44th Floor

New York, NY 10001

Email: info@queensgambitspac.com

Tel: (917) 907-4618

 

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You may also contact SPAC’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

(bank and brokers call collect at (203) 658-9400)

Email: GMBT.info@investor.morrowsodali.com

To obtain timely delivery, SPAC’s shareholders must request the materials no later than five business days prior to the SPAC Shareholders’ Meeting.

You may also obtain additional information about SPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your SPAC Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to SPAC’s transfer agent at least two business days prior to the SPAC Shareholders’ Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004-1561

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

Q:

Who will solicit and pay the cost of soliciting proxies?

 

A:

The SPAC Board is soliciting your proxy to vote your SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares on all matters scheduled to come before the SPAC Shareholders’ Meeting. SPAC will pay the cost of soliciting proxies for the SPAC Shareholders’ Meeting. SPAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the SPAC Shareholders’ Meeting. SPAC has agreed to pay Morrow Sodali LLC a fee of $37,500, plus disbursements. SPAC will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages, and expenses. SPAC will also reimburse banks, brokers, and other custodians, nominees, and fiduciaries representing beneficial owners of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares and in obtaining voting instructions from those owners. SPAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. To understand the Business Combination fully and for a more complete description of the legal terms of the Business Combination, you should carefully read this entire proxy statement/prospectus and the other documents to which you are referred. For more information, see the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

SPAC

SPAC is a Cayman Islands exempted company formed on December 9, 2020 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving SPAC and one or more businesses.

The SPAC Class A Ordinary Shares, SPAC Public Warrants, and SPAC Units, consisting of one SPAC Class A Ordinary Share and one-third of one SPAC Public Warrant, are traded on Nasdaq under the ticker symbols “GMBT,” “GMBTW,” and “GMBTU,” respectively. The parties anticipate that, following the Business Combination, the Holdings Common Shares A and Holdings Warrants will be listed on Nasdaq under the symbols “SWVL” and “SWVLW,” respectively, and the SPAC Units, SPAC Class A Ordinary Shares, and SPAC Warrants will cease trading on Nasdaq and will be deregistered under the Exchange Act upon the SPAC Merger Closing.

The mailing address of SPAC’s principal executive office is 55 Hudson Yards, 44th Floor, New York, NY 10001, and the telephone number is (917) 907-4618.

For more information about SPAC, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SPAC,” “Information About SPAC,” and the financial statements of SPAC included herein.

Swvl

Swvl is a technology-driven disruptive mobility company that aims to provide reliable, safe, cost-effective and environmentally responsible mass transit solutions. Swvl’s mission is to identify and solve inefficiencies associated with low-quality or sometimes non-existent public transportation infrastructure in urban areas that are in critical need of such services. Swvl’s technology and services provide commuters, travelers and businesses with a valuable alternative to traditional public transportation, taxi companies or other ridesharing companies. Through its Swvl platform, Swvl provides thousands of riders per day with a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go.

The mailing address of Swvl’s principal executive office is The Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates, and the telephone number is +971 42241293.

For more information about Swvl, see the sections entitled “Information About Swvl”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Swvl” and the financial statements of Swvl included herein.


 

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Holdings

Holdings is a wholly owned subsidiary of Swvl formed solely for the purpose of effecting the Business Combination and to serve as the publicly traded parent company of Swvl following the Closing. Holdings was incorporated under the laws of the British Virgin Islands on July 23, 2021. Holdings owns no material assets and does not operate any business.

The mailing address of Holdings’ principal executive office is The Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates, and the telephone number is +971 42241293.

Cayman Merger Sub

Cayman Merger Sub is a wholly owned subsidiary of Holdings formed solely for the purpose of effecting the SPAC Merger. Cayman Merger Sub was organized under the laws of the Cayman Islands on June 22, 2021. Cayman Merger Sub owns no material assets and does not operate any business. In connection with the SPAC Merger, SPAC will merge with and into Cayman Merger Sub, with Cayman Merger surviving the SPAC Merger and becoming the sole owner of BVI Merger Sub.

The mailing address of Cayman Merger Sub’s principal executive office is The Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates, and the telephone number is +971 42241293.

BVI Merger Sub

BVI Merger Sub is a wholly owned subsidiary of SPAC formed solely for the purpose of effecting the Company Merger. BVI Merger Sub was incorporated under the laws of the British Virgin Islands on July 15, 2021. BVI Merger Sub owns no material assets and does not operate any business. In connection with the Business Combination, the entire issued share capital of BVI Merger Sub will be distributed by Cayman Merger Sub to Holdings, following which BVI Merger Sub will merge with and into Swvl, with Swvl continuing as the surviving entity.

The mailing address of BVI Merger Sub’s principal executive office is 55 Hudson Yards, 44th Floor, New York, NY 10001, and the telephone number is (917) 907-4618.

The Business Combination

On July 28, 2021, SPAC, Swvl, Holdings, Cayman Merger Sub and BVI Merger Sub entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in four steps: (a) in accordance with the Cayman Companies Act at the SPAC Merger Effective Time, SPAC will merge with and into Cayman Merger Sub, with Cayman Merger Sub surviving the SPAC Merger and becoming the sole owner of BVI Merger Sub; (b) concurrently with the consummation of the SPAC Merger, and subject to the BVI Companies Act, Holdings will redeem each Holdings Common Share A and each Holdings Common Share B issued and outstanding immediately prior to the SPAC Merger for par value, (c) following the SPAC Merger and subject to the Cayman Companies Act and the BVI Companies Act, the SPAC Surviving Company will distribute all of the issued and outstanding BVI Merger Sub Common Shares to Holdings, and (d) following the BVI Merger Sub Distribution, but no earlier than one business day after the SPAC Merger, in accordance with the BVI Companies Act, BVI Merger Sub will merge with and into Swvl, with Swvl surviving the Company Merger as a wholly owned Subsidiary of Holdings.

For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the section entitled “The Business Combination.”


 

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The SPAC Merger

At the SPAC Merger Effective Time, which will occur not less than one business day prior to the Company Merger:

 

   

by virtue of the SPAC Merger and without any action on the part of SPAC, Cayman Merger Sub, BVI Merger Sub, Swvl, Holdings or the holders of any of the following securities:

 

   

each then-outstanding Cayman Merger Sub Common Share will be automatically converted into one share of the SPAC Surviving Company, which will constitute the only outstanding shares of the SPAC Surviving Company;

 

   

each then-outstanding SPAC Class A Ordinary Share will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A; and

 

   

each then-outstanding SPAC Class B Ordinary Share will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B;

 

   

each then-outstanding fraction of or whole SPAC Warrant will be automatically assumed and converted into a fraction or whole Holdings Warrant, as the case may be, to acquire (in the case of a whole Holdings Warrant) one Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrants; and

 

   

without duplication of the foregoing, each then-outstanding SPAC Unit, comprised of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant, will be automatically cancelled, extinguished and converted into a new Holdings Unit, comprised of one Holdings Common Share A and one-third of one Holdings Warrant.

The Company Merger

At the Company Merger Effective Time:

 

   

by virtue of the Company Merger and without any action on the part of Cayman Merger Sub, BVI Merger Sub, Swvl, Holdings or the holders of any of the following securities:

 

   

each then-outstanding BVI Merger Sub Common Share will be automatically cancelled, extinguished and converted into one share no par value in the Swvl Surviving Company, which shall constitute the only issued and outstanding shares of the Swvl Surviving Company;

 

   

all Swvl Shares held in the treasury of Swvl will be automatically cancelled and extinguished, and no consideration shall be delivered or deliverable in exchange therefor; and

 

   

each then-outstanding Swvl Share will be automatically cancelled, extinguished and converted into the right to receive (x) a number of Holdings Common Shares A equal to the Exchange Ratio and (y) upon an Earnout Triggering Event (or the date on which a Change of Control occurs), the Per Share Earnout Consideration (with any fractional share to which any holder of Swvl Shares would otherwise be entitled rounded down to the nearest whole share), in each case, without interest;

 

   

each then-outstanding and unexercised Swvl Option, whether or not vested, will be assumed and converted into (i) an Exchanged Option and (ii) a number of Earnout RSUs in respect of a number of Earnout RSU Shares that will be issued in settlement of Earnout RSUs, as described in the section entitled “Earnout” below, equal to the number of Swvl Common Shares B subject to such Swvl Option (assuming payment in cash of the exercise price of such Swvl Option) immediately prior to the Company Merger Effective Time multiplied by the Per Share Earnout Consideration;


 

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the Swvl Convertible Notes, other than any Swvl Exchangeable Notes, will convert into the right to receive Holdings Common Shares A as if such Swvl Convertible Notes had first converted into Swvl Common Shares A in accordance with their terms immediately prior to the Company Merger Effective Time and immediately thereafter each such Swvl Common Share A was cancelled, extinguished and converted into the right to receive a number of Holdings Common Shares A equal to the Exchange Ratio;

 

   

each Swvl Exchangeable Note will be exchanged for a number of Holdings Common Shares A at an exchange price of $8.50 per share;

 

   

in accordance with the Holdings A&R Articles, each then-outstanding Holdings Common Share B will be converted, on a one-for-one basis, into one Holdings Common Share A; and

 

   

pursuant to their terms, the Holdings Common Shares A and the Holdings Warrants comprising each existing and outstanding Holdings Unit immediately prior to the Company Merger Effective Time will be automatically separated in accordance with the Holdings A&R Articles.

Earnout

During the Earnout Period, Holdings may issue up to an aggregate of 15,000,000 additional shares of Holdings Common Shares A to Eligible Swvl Equityholders in three equal tranches upon the occurrence of each Earnout Triggering Event (or earlier Change of Control). The portion of such Holdings Common Shares A issuable to Eligible Swvl Equityholders who hold Swvl Options will instead be issued to such holders as Earnout RSUs at the Company Merger Effective Time, which will be subject to potential forfeiture and which will be able to be settled in Holdings Common Shares A upon the occurrence of the applicable Earnout Triggering Events (or earlier Change of Control). Please see the section entitled “The Business Combination — Earnout” for additional information.

Conditions to Closing

The obligations of Swvl, Holdings, Cayman Merger Sub, BVI Merger Sub and SPAC to consummate the Company Merger are subject to the satisfaction or waiver (where permissible) at or prior to the Company Merger Effective Time of the following conditions:

 

   

the Written Consents having been delivered to SPAC;

 

   

the Required SPAC Proposals having each been approved and adopted by the requisite affirmative vote of SPAC shareholders at the SPAC Shareholders’ Meeting in accordance with this proxy statement/prospectus, the Cayman Companies Act, SPAC Articles and the rules and regulations of Nasdaq;

 

   

no governmental authority having enacted, issued, enforced or entered any law or governmental order which is then in effect and has the effect of making the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibiting the consummation of such transactions;

 

   

the approval of the Competition Commission of Pakistan having been obtained;

 

   

the Registration Statement of which this proxy statement/prospectus forms a part having been declared effective and no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened by the SEC and not having been withdrawn;

 

   

the Holdings Common Shares A, including those to be issued pursuant to the Business Combination Agreement (including the Earnout Shares) and the Subscription Agreements, and the Holdings Common Shares A and Holdings Warrants (and the Holdings Common Shares A issuable upon exercise thereof) to be issued in connection with the SPAC Merger having been approved for listing on the Selected Stock Exchange, subject only to official notice of issuance thereof;


 

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the Holdings Common Shares A not constituting “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act; and

 

   

the SPAC Merger having been consummated in accordance with the Business Combination Agreement.

The obligations of SPAC and BVI Merger Sub to consummate the Company Merger are subject to the satisfaction or waiver (where permissible) at or prior to the Company Merger Effective Time of the following additional conditions:

 

   

the accuracy of the representations and warranties of Swvl as determined in accordance with the Business Combination Agreement;

 

   

(i) Swvl having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Company Merger Effective Time and (ii) each of Holdings and Cayman Merger Sub having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the SPAC Merger Effective Time; and

 

   

Swvl having delivered to SPAC a customary officer’s certificate, dated as of the Closing Date, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement.

The obligation of Swvl to consummate the Company Merger is subject to the satisfaction or waiver (where permissible) at or prior to Company Merger Effective Time of the following additional conditions:

 

   

the accuracy of the representations and warranties of SPAC and BVI Merger Sub as determined in accordance with the Business Combination Agreement;

 

   

(i) each of SPAC and BVI Merger Sub having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them on or prior to the Company Merger Effective Time and (ii) each of Holdings and Cayman Merger Sub having performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by them following the SPAC Merger Effective time and on or prior to the Company Merger Effective Time;

 

   

SPAC having delivered to Swvl a customary officer’s certificate, dated as of the Closing Date, signed by the Chief Executive Officer of SPAC, certifying as to the satisfaction of certain conditions specified in the Business Combination Agreement;

 

   

SPAC having made all necessary and appropriate arrangements with Continental Stock Transfer & Trust Company, acting as trustee, to have all of the funds in the Trust Account disbursed to SPAC or Holdings prior to the Company Merger Effective Time, and all such funds released from the Trust Account being available to SPAC or Holdings in respect of all or a portion of the payment obligations set forth in the Business Combination Agreement;

 

   

SPAC or Holdings, as applicable, having provided the holders of SPAC Class A Ordinary Shares with the opportunity to make redemption elections with respect to their SPAC Class A Ordinary Shares pursuant to redemption rights provided in the SPAC Articles in connection with the Business Combination;

 

   

as of the Closing, after consummation of the PIPE Financing (plus any amount of cash pre-funded by the PIPE Investors as an investment in Swvl) and after the distribution of the funds in the Trust Account (and deducting all amounts to be paid pursuant to the exercise of redemption rights of SPAC Public Shareholders), SPAC and Holdings collectively having cash on hand equal to or in excess of


 

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$185,000,000 (without, for the avoidance of doubt, taking into account (i) any transaction fees, costs and expenses paid or required to be paid (including Swvl Expenses and SPAC Expenses) in connection with the transactions contemplated by the Business Combination Agreement and the PIPE Financing) or (ii) any cash held by Swvl or any of its Subsidiaries; and

 

   

Holdings having instructed the registered agent of Holdings to file the Holdings Public Company Articles with the Registry of Corporate Affairs of the British Virgin Islands, such that the Holdings Public Company Articles become effective at the Company Merger Effective Time.

Regulatory Matters

None of SPAC, Holdings or the Company is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than as required by the Competition Commission of Pakistan. It is anticipated that the required filing with the Competition Commission of Pakistan will be made in September 2021. For more information, see the section entitled “Regulatory Approvals.” It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any such additional approvals or actions will be obtained.

Related Agreements

Support Agreements

Certain of the Swvl Shareholders have delivered to SPAC transaction support agreements (the “Swvl Transaction Support Agreements”), pursuant to which, among other things, (x) the holders of Swvl Shares have agreed to execute and deliver written consents within three business days of this Registration Statement becoming effective and (y) the holders of the Swvl Convertible Notes (other than the Swvl Exchangeable Notes) have agreed to the conversion of such Swvl Convertible Notes in accordance with the terms and conditions of the Company Transaction Support Agreement and the Business Combination Agreement.

The Key SPAC Shareholders have delivered to the Company shareholder support agreements (the “SPAC Shareholder Support Agreements”), pursuant to which, among other things, such shareholders have agreed to vote any SPAC Class A Ordinary Shares held by them at the time of signing the SPAC Shareholder Support Agreements in favor of the adoption and approval of the Business Combination Agreement and the Transactions and not to redeem such SPAC shares.

For more information, see the section entitled “The Business Combination—Related Agreements”.

Holdings Shareholder Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, certain persons who will become shareholders of Holdings following the Closing (the “Holdings Key Shareholders”) entered into a shareholder agreement (the “Holdings Shareholder Agreement”), pursuant to which such persons have agreed to act to establish certain board appointment and corporate governance rights, and to enter into voting commitments, with respect to Holdings, on the terms and subject to the conditions thereof.

For more information, see the section entitled “The Business Combination—Related Agreements”.

Registration Rights Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Swvl, SPAC, Holdings, the Sponsor and certain security holders of Swvl (the “Reg Rights Holders”) entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to certain securities of Holdings held by the Reg Rights Holders (the “Registrable Securities”).


 

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For more information, see the section entitled “The Business Combination—Related Agreements”.

Lock-Up Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, security holders of Swvl and directors and/or officers of Swvl who are expected to serve as directors and/or officers of Holdings upon the Closing (collectively, the “Lock-Up Holders”) entered into lock-up agreements with respect to the Holdings Common Shares A (the “Lock-Up Agreements”).

For more information, see the section entitled “The Business Combination—Related Agreements”.

Sponsor Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a letter agreement (the “Sponsor Agreement”) with SPAC and Swvl pursuant to which, among other things, the Sponsor agreed to (a) waive the anti-dilution rights set forth in the organizational documents of SPAC and (following the SPAC Merger) Holdings, as applicable, (b) vote all shares of SPAC held by it in favor of the Proposals, and (c) not redeem any shares of SPAC held by Sponsor (or any shares of Holdings received in connection with the SPAC Merger).

PIPE Financing

In connection with the execution of the Business Combination Agreement, on July 28, 2021, SPAC, Holdings and, in some cases, the Company entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) with a number of investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and Holdings agreed to sell to the PIPE Investors, an aggregate of up to 10 million newly issued Holdings Common Shares A for a purchase price of $10.00 per share (the “PIPE Shares”) in a private placement for an aggregate purchase price of $100.0 million in the PIPE Financing.

The closing of the sale of the PIPE Shares pursuant to the PIPE Subscription Agreements will take place substantially concurrently with the Closing and is contingent upon, among other customary closing conditions, the subsequent consummation of the Business Combination. The purpose of the PIPE Financing is to raise additional capital for use by the post-combination company following the Closing.

On August 25, 2021, eight PIPE Investors pre-funded Swvl with $35.5 million of the aggregate PIPE Subscription Amount by purchasing Swvl Exchangeable Notes. At the Closing, each Swvl Exchangeable Note will be automatically exchanged for Holdings Common Shares A at an exchange price of $8.50 per share. Upon the issuance of the Swvl Exchangeable Notes, the amount of the applicable PIPE Investor’s subscription was reduced dollar-for-dollar by the aggregate purchase price of such PIPE Investor’s Swvl Exchangeable Notes. As a result, the PIPE Investors will fund $64.5 million at the Company Merger Effective Time pursuant to the PIPE Subscription Agreements. The issuance of the Swvl Exchangeable Notes was not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

For more information, see the section entitled “The Business Combination—Related Agreements”.

Ownership of Holdings After the Closing

Immediately following the consummation of the Business Combination, the securities of Holdings will be held by the Swvl Shareholders, the SPAC Public Shareholders, the PIPE Investors and the Sponsor. The exact equity stakes of such persons will depend on various factors. Set forth below are illustrative examples of the post-closing equity stakes of such persons based on various assumptions described below.


 

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If we (a) assume that (i) no SPAC Public Shareholders elect to have their SPAC Public Shares redeemed, (ii) there are no other issuances of equity interests of SPAC or Swvl, (iii) none of the Sponsor or the Swvl Shareholders purchase SPAC Class A Ordinary Shares in the open market, and (iv) all Exchanged Options are exercised using cash and (b) do not take into account (i) Holdings Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares or the Earnout RSUs, the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 65% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 34,500,000 Holdings Common Shares A, or approximately 22% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 7% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 8,625,000 Holdings Common Shares A, or approximately 6% of the outstanding Holdings Common Shares A.

If we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” (i.e., 30,639,823 SPAC Public Shares are redeemed), and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 81% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 3,860,177 Holdings Common Shares A, or approximately 3% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 9% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 8,625,000 Holdings Common Shares A, or approximately 7% of the outstanding Holdings Common Shares A.

The ownership percentages with respect to Holdings set forth above do not take into account SPAC Warrants that will convert into Holdings Warrants in the Business Combination, but do include the SPAC Class B Ordinary Shares, which will convert into Holdings Common Shares B in the SPAC Merger, with such Holdings Common Shares B converting into Holdings Common Shares A upon the Company Merger. If the facts are different than these assumptions, the percentage ownership retained by SPAC’s existing shareholders in Holdings following the Business Combination will be different. For example, if we assume that all outstanding 11,500,000 SPAC Public Warrants and 5,933,333 SPAC Private Placement Warrants were exercisable and exercised following completion of the Business Combination and further assume that no SPAC Public Shareholders elect to have their SPAC Public Shares redeemed (and each other assumption set forth in the foregoing clauses (a) and (b) remain true), then the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 59% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 46,000,000 Holdings Common Shares A, or approximately 27% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 6% of the outstanding Holdings Common Shares A; and


 

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the Sponsor will own 14,558,333 Holdings Common Shares A, or approximately 8% of the outstanding Holdings Common Shares A.

The Holdings Warrants will become exercisable on the later of 30 days after the completion of the Business Combination and January 22, 2022 and will expire five years after the completion of the Business Combination or earlier upon their redemption or liquidation.

Additionally, if we assume the issuance of the maximum amount of Earnout Shares (and each other assumption set forth in the foregoing clauses (a) and (b) remains true), then the ownership of Holdings upon completion of the Business Combination would be as follows:

 

   

the Swvl Shareholders will own 116,591,814 Holdings Common Shares A, or approximately 68% of the outstanding Holdings Common Shares A;

 

   

the SPAC Public Shareholders will own 34,500,000 Holdings Common Shares A, or approximately 20% of the outstanding Holdings Common Shares A;

 

   

the PIPE Investors will own 10,626,471 Holdings Common Shares A, or approximately 6% of the outstanding Holdings Common Shares A; and

 

   

the Sponsor will own 8,625,000 Holdings Common Shares A, or approximately 5% of the outstanding Holdings Common Shares A.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Board of Directors of Holdings After the Closing

During the period between the SPAC Merger and the Closing, the Holdings Board will be comprised solely of the directors of SPAC as of immediately prior to the SPAC Merger Effective Time.

Immediately after the Closing, the Holdings Board will be divided into three separate classes, designated as follows:

 

   

the Class I directors will be Esther Dyson,                  and their terms will expire at the annual general meeting of shareholders to be held in 2022;

 

   

the Class II directors will be Lone Fonss Schroder,                  and their terms will expire at the annual general meeting of shareholders to be held in 2023; and

 

   

the Class III directors will be Mostafa Kandil, Victoria Grace and                  and their terms will expire at the annual general meeting of shareholders to be held in 2024.

For additional information, please see the section entitled “Management After the Business Combination.”

Satisfaction of 80% Test

It is a requirement under the SPAC Articles and Nasdaq listing requirements that the business or assets acquired in SPAC’s Initial Business Combination have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account, if any) at the time of SPAC signing a definitive agreement in connection with its Initial Business Combination.


 

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As of July 28, 2021, the date of the execution of the Business Combination Agreement, the fair value of marketable securities held in the Trust Account was approximately $345 million (excluding approximately $10.0 million of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $276 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the SPAC Board considered the enterprise value of Swvl of approximately $1.1 billion, which was implied based on the terms of the transactions agreed to by the parties in negotiating the Business Combination. The enterprise value consists of a common equity value of approximately $1.5 billion and $405 million of net cash. In determining whether the enterprise value described above represents the fair market value of Swvl, the SPAC Board considered all of the factors described in this section and the section of this proxy statement/prospectus entitled “The Business Combination” and the fact that the purchase price for Swvl was the result of an arm’s length negotiation. As a result, the SPAC Board concluded that the fair market value of the business acquired was in excess of 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account, if any). In light of the financial background and experience of the members of SPAC’s management team and the SPAC Board, the SPAC Board believes that the members of its management team and the SPAC Board are qualified to determine whether the Business Combination meets the 80% asset test.

Date, Time and Place of SPAC Shareholders’ Meeting

The SPAC Shareholders’ Meeting will be held both in person on                , 2021 at                Eastern time at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036 and virtually pursuant to the procedures described in this proxy statement/prospectus, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Proposals at the SPAC Shareholders’ Meeting

At the SPAC Shareholders’ Meeting, SPAC shareholders will vote on the following proposals:

 

   

Proposal No. 1 The SPAC Merger Proposal — a proposal to approve by special resolution the SPAC Merger and the Cayman Plan of Merger and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring prior to the Closing Date, including the appointment of the Holdings Board following the SPAC Merger Effective Time and the adoption of the Holdings A&R Articles.

 

   

Proposal No. 2 The Company Merger Proposal — a proposal to approve as an ordinary resolution the Company Merger and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring on or after the Closing Date, including the appointment of the Holdings Board following the Company Merger Effective Time and the adoption of the Holdings Public Company Articles (to include the change of name of Holdings).

 

   

Proposal No. 3 The Advisory Organizational Documents Proposal a proposal to approve, on a non-binding advisory basis, by ordinary resolution, the governance provisions contained in the Holdings Public Company Articles that materially affect SPAC shareholders’ rights.

 

   

Proposal No. 4 — The Adjournment Proposal — a proposal, if put, to approve by ordinary resolution the adjournment of the SPAC Shareholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the SPAC Merger Proposal, the Company Merger Proposal or the Advisory Organizational Documents Proposal.


 

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The Business Combination cannot be completed unless SPAC shareholders approve the SPAC Merger Proposal and the Company Merger Proposal at the SPAC Shareholders’ Meeting. In the event the Adjournment Proposal is put forth at the SPAC Shareholders’ Meeting, it will be the first and only Proposal voted upon and none of the SPAC Merger Proposal, the Company Merger Proposal, nor the Advisory Organizational Documents Proposal will be submitted to the SPAC shareholders for a vote.

Recommendation of SPAC Board of Directors

The SPAC Board has unanimously determined that each of the SPAC Merger Proposal, the Company Merger Proposal, the Advisory Organizational Documents Proposal and the Adjournment Proposal (if put) is in the best interests of SPAC and SPAC shareholders and unanimously recommends that SPAC shareholders vote “FOR” each Proposal being submitted to a vote of the shareholders at the SPAC Shareholders’ Meeting.

For a description of the SPAC Board’s reasons for its approval of the Business Combination and for its recommendation to SPAC shareholders, see the section entitled “The Business Combination—SPAC Board’s Reasons for the Approval of the Business Combination.”

Voting Power; Record Date

Only SPAC shareholders of record at the close of business on                 , 2021, the record date for the SPAC Shareholders’ Meeting, will be entitled to vote at the SPAC Shareholders’ Meeting. Each SPAC shareholder is entitled to one vote for each SPAC Ordinary Share registered in its name as of the close of business on the record date. On the record date, there were                  SPAC Ordinary Shares outstanding, of which                are SPAC Class A Ordinary Shares held by the SPAC Public Shareholders and                are SPAC Class B Ordinary Shares held by the Sponsor.

Quorum and Required Vote for Proposals at the SPAC Shareholders’ Meeting

A quorum of SPAC shareholders is necessary to hold a valid meeting. A quorum will be present at the SPAC Shareholders’ Meeting if holders of a majority of the outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote thereat attend virtually or in person or are represented by proxy at the SPAC Shareholders’ Meeting. Abstentions will count as present for the purposes of establishing a quorum.

Approval of the SPAC Merger Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of two thirds of the then-outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares who, being entitled to do so, vote in person or by proxy (including by way of the online meeting option) at the SPAC Shareholders’ Meeting, voting as a single class. Approval of all other Proposals requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a majority of the outstanding shares of SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares entitled to vote and actually cast thereon at the SPAC Shareholders’ Meeting, voting as a single class.

Accordingly, a shareholder’s failure to vote by proxy or to vote online at the SPAC Shareholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the SPAC Shareholders’ Meeting (assuming a quorum is present).

Interests of Certain Persons in the Business Combination

In considering the SPAC Board’s recommendation to vote in favor of the approval of the Business Combination Proposals, SPAC shareholders should be aware that aside from their interests as shareholders, the


 

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Sponsor and certain of SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other SPAC shareholders generally. The SPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to SPAC shareholders that they approve the Business Combination. SPAC shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. The SPAC Board was aware of and considered these interests, among other matters, in recommending that SPAC Shareholders vote “FOR” each of the Proposals. These interests include, among other things:

 

   

the fact that the Sponsor and SPAC’s directors and officers have agreed not to redeem any SPAC Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

 

   

the fact that the Sponsor and SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any SPAC Class B Ordinary Shares held by them if SPAC fails to complete an Initial Business Combination within the Combination Period, resulting in a loss of approximately $        based on the Trust Account balance as of            , 2021;

 

   

the fact that if the Trust Account is liquidated, including in the event SPAC is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per SPAC Public Share, or such lesser amount per SPAC Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to SPAC or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality, or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

the fact that the Sponsor paid an aggregate of $25,000, or approximately $0.003 per share, for 8,625,000 SPAC Class B Ordinary Shares and that such SPAC Class B Ordinary Shares will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable, would be valued at approximately $        , based on the most recent closing price of the SPAC Class A Ordinary Shares of $         per share on             , 2021;

 

   

the fact that the Sponsor paid an aggregate of $8,900,000, or approximately $1.50 per warrant, for 5,933,333 SPAC Private Placement Warrants to purchase SPAC Class A Ordinary Shares and that such SPAC Private Placement Warrants will expire worthless if an Initial Business Combination is not consummated within the Combination Period;

 

   

the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to SPAC may be converted into SPAC Warrants to purchase SPAC Class A Ordinary Shares at a price of $1.50 per warrant at the option of the lender (as of the date of this proxy statement/prospectus, there were no amounts outstanding under any working capital loans);

 

   

the anticipated designation of Victoria Grace, SPAC’s Chief Executive Officer and member of the SPAC Board, and Lone Fonss Schroder, a member of the SPAC Board, as directors of Holdings following the Business Combination;

 

   

the fact that Victoria Grace is Chief Executive Officer and Managing Member of the Sponsor and may be deemed to have or share beneficial ownership of the SPAC Class B Ordinary Shares held directly by the Sponsor;


 

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the fact that, prior to the signing of the Business Combination Agreement, Victoria Grace also served as a member of the board of directors of VNV Global, an affiliate of a significant existing shareholder of Swvl;

 

   

the fact that Lone Fonss Schroder also serves as Chief Executive Officer of Concordium AG, an affiliate of the Concordium Foundation, a PIPE Investor;

 

   

the continued indemnification of SPAC’s existing directors and officers under the Holdings Memorandum and Articles and the continuation of SPAC’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Holdings has agreed to indemnify Sponsor for certain losses incurred in connection with actions arising out of the Transactions;

 

   

the fact that the Sponsor will lose its entire investment in SPAC if an Initial Business Combination is not completed within the Combination Period;

 

   

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

 

   

the fact that the Sponsor and SPAC’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $             as of             , 2021;

 

   

the fact that SPAC’s directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business to SPAC; for example, in February 2021, SPAC’s directors and officers launched Queen’s Gambit Growth Capital II, a new blank check company incorporated for the purpose of effecting a business combination;

 

   

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination — Related Agreements”; and

 

   

the fact that given the differential in the purchase price that the Sponsor paid for the SPAC Class B Ordinary Shares as compared to the price of the SPAC Units sold in SPAC’s IPO and the 8,625,000 Holdings Common Shares A that the Sponsor will receive upon conversion of the SPAC Class B Ordinary Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the Holdings Common Shares A trade below the price initially paid for the SPAC Units in SPAC’s IPO and the SPAC Public Shareholders receive a negative rate of return following the completion of the Business Combination.

Redemption Rights

Pursuant to the SPAC Articles, a SPAC Public Shareholder may request that SPAC redeem all or a portion of its SPAC Public Shares for cash if the Business Combination is consummated. If you are a holder of SPAC Public Shares, you will be entitled to exercise your redemption rights if you:

 

   

hold SPAC Public Shares or, if you hold SPAC Public Shares through SPAC Units, you elect to separate your SPAC Units into the underlying SPAC Public Shares and SPAC Public Warrants prior to exercising your redemption rights;

 

   

submit a written request to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your SPAC Public Shares for cash and (ii) identify yourself as the beneficial holder of the SPAC Public Shares and provide your legal name, phone number and address; and


 

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deliver your SPAC Public Shares to Continental Stock Transfer & Trust Company, SPAC’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their SPAC Public Shares in the manner described above prior to 5:00 p.m., Eastern time, on                 , 2021 (two business days before the SPAC Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of SPAC Units must elect to separate the SPAC Units into the underlying SPAC Class A Ordinary Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the SPAC Public Shares. If SPAC Public Shareholders hold their SPAC Units in an account at a brokerage firm or bank, such SPAC Public Shareholders must notify their broker or bank that they elect to separate the SPAC Units into the underlying SPAC Public Shares and SPAC Public Warrants, or if a holder holds SPAC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, SPAC’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to SPAC in order to validly exercise its redemption rights. SPAC Public Shareholders may elect to exercise their redemption rights with respect to their SPAC Public Shares even if they vote “FOR” the Proposals. If the Business Combination is not consummated, the SPAC Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a SPAC Public Shareholder properly exercises its redemption right with respect to all or a portion of the SPAC Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Holdings will redeem the related Holdings Common Shares A for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of                 , 2021, this would have amounted to approximately $10.00 per issued and outstanding SPAC Public Share. Each redemption of SPAC Class A Ordinary Shares by the SPAC Public Shareholders will decrease the amount in the Trust Account. In no event will SPAC redeem SPAC Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing. If a SPAC Public Shareholder exercises its redemption rights in full, then it will not own SPAC Public Shares or Holdings Common Shares A following the redemption. The redemption will take place following the SPAC Merger and, accordingly, it is Holdings Common Shares A that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “SPAC Shareholders’ Meeting – Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your SPAC Public Shares.

Certain Information Relating to Holdings and SPAC

Holdings Listings

Holdings intends to apply for listing of Holdings Common Shares A, Holdings Warrants and Holdings Units on Nasdaq. Following the SPAC Merger Effective time, it is expected that Holdings Common Shares A, Holdings Units and Holdings Warrants will continue to trade under the trading symbols of the SPAC, “GMBT,” “GMBTU” and “GMBTW”, respectively.

At the Company Merger Effective Time, Holdings will change its name to “Swvl Holdings Corp” and intends to change the trading symbols of the Holdings Common Shares A and the Holdings Warrants to “SWVL” and “SWVLW”, respectively. The Holdings Units will separate into their component securities at the Company Merger Effective Time and will cease to exist. It is a condition to the consummation of the SPAC Merger and the Company Merger that the Holdings Common Shares A are approved for listing on Nasdaq (subject only to official notice of issuance thereof).

While trading on Nasdaq is expected to begin on the first business day following the date of completion of the SPAC Merger, there can be no assurance that Holdings’ securities will be listed on Nasdaq or that a viable and active trading market will develop. See the section entitled “Risk Factors” for more information.


 

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Delisting of SPAC Ordinary Shares and Deregistration of SPAC

SPAC and Swvl anticipate that, following consummation of the SPAC Merger, SPAC Ordinary Shares, SPAC Units and SPAC Public Warrants will be delisted from Nasdaq, and SPAC will be deregistered under the Exchange Act.

Appraisal Rights

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out in the section entitled “Extraordinary General Meeting of SPAC Shareholders—Redemption Rights” herein, and the SPAC Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Cayman Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Anticipated Accounting Treatment

The Business Combination is made up of the series of transactions described in the Business Combination Agreement and as further described elsewhere within this proxy statement/prospectus. For accounting and financial reporting purposes, the Company Merger will be accounted for as a recapitalization under IFRS, while the other transactions comprising the Business Combination will be accounted for based on IFRS 2, Share-based Payment.

Summary of Risk Factors

In evaluating the Proposals to be presented at the SPAC Shareholders’ Meeting, SPAC shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors”, a summary of which is set forth below. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Holdings following the Business Combination. Such risks include, but are not limited to:

 

   

Several countries in which Swvl operates and plans to operate in the future have been subject to political and economic instability.


 

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Swvl’s limited operating history and rapidly evolving business make it particularly difficult to evaluate Swvl’s prospects and the risks and challenges Swvl may encounter.

 

   

The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than Swvl expects or fails to grow as large as Swvl expects, Swvl’s business, financial condition and operating results could be adversely affected.

 

   

If Swvl fails to cost-effectively attract and retain qualified drivers to use its platform, or to increase utilization of Swvl’s platform by Swvl’s currently contracted drivers, Swvl’s business, financial condition and operating results could be harmed.

 

   

If Swvl fails to cost-effectively attract and retain new riders or to increase utilization of its platform by existing riders, Swvl’s business, financial condition and operating results could be harmed.

 

   

Swvl depends on its key personnel and other highly skilled personnel, and if Swvl fails to attract, retain, motivate or integrate its personnel, Swvl’s business, financial condition and operating results could be adversely affected.

 

   

Swvl’s reputation, brand and the network effects among the drivers and riders using Swvl’s platform are important to its success, and if Swvl is not able to maintain and continue developing its reputation, brand and network effects, its business, financial condition and operating results could be adversely affected.

 

   

Swvl’s growth strategy will subject it to additional costs, compliance requirements and risks, and Swvl’s expansion plans may not be successful.

 

   

Swvl has not historically maintained insurance coverage for its operations. Swvl may not be able to mitigate the risks facing its business and could incur significant uninsured losses, which could adversely affect its business, financial condition and operating results.

 

   

Any actual or perceived security or privacy breach could interrupt Swvl’s operations and adversely affect its reputation, brand, business, financial condition and operating results. Swvl has previously experienced a data breach that resulted in the exposure of its customers’ personal information.

 

   

If Swvl fails to effectively predict rider demand, to set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using its platform, Swvl’s business, financial condition and operating results could be adversely affected.

 

   

If Swvl is not able to successfully develop new offerings on its platform and enhance its existing offerings, Swvl’s business, financial condition and operating results could be adversely affected.

 

   

Swvl’s metrics and estimates, including the key metrics included in this joint proxy statement/prospectus, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm Swvl’s reputation and negatively affect Swvl’s business, financial condition and operating results.

 

   

Any failure to offer high-quality user support may harm Swvl’s relationships with users and could adversely affect Swvl’s reputation, brand, business, financial condition, and operating results.

 

   

Systems failures and resulting interruptions in the availability of Swvl’s website, applications, platform, or offerings could adversely affect Swvl’s business, financial condition, and operating results.

 

   

If Swvl is unable to make acquisitions and investments or successfully integrate them into its business, or if Swvl enters into strategic transactions that do not achieve its objectives, Swvl’s business, financial condition and operating results could be adversely affected.

 

   

Swvl has identified material weaknesses in its internal control over financial reporting. If for any reason Swvl is unable to remediate these material weaknesses and otherwise to maintain proper and


 

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effective internal controls over financial reporting in the future, Swvl’s ability to produce accurate and timely consolidated financial statements may be impaired, which may harm Swvl’s operating results, Swvl’s ability to operate its business or investors’ views of Swvl.

 

   

Uncertainties with respect to the legal systems in the jurisdictions in which Swvl operates, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect Swvl’s business, financial condition and operating results.

 

   

As Swvl expands its offerings, it may become subject to additional laws and regulations, and any actual or perceived failure by Swvl to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect Swvl’s business, financial condition, and operating results.

 

   

Failure to protect or enforce Swvl’s intellectual property rights could harm Swvl’s business, financial condition and operating results.

 

   

Claims by others that Swvl infringed their proprietary technology or other intellectual property rights could harm Swvl’s business, financial condition and operating results.

 

   

Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by Swvl to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect Swvl’s business.

 

   

Swvl’s business would be adversely affected if the drivers using its platform were classified as employees.

 

   

The COVID-19 pandemic and related responsive measures have negatively impacted, and may in the future negatively impact, Swvl’s business.

 

   

Holdings is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Holdings Common Shares A less attractive to investors. As a foreign private issuer, Holdings will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

 

   

The other risks and uncertainties discussed in “Risk Factors” elsewhere in this proxy statement/prospectus.


 

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SUMMARY HISTORICAL FINANCIAL DATA OF SWVL

The summary historical consolidated statement of comprehensive income data for the years ended December 31, 2020 and 2019 and the summary historical consolidated statement of financial position as of December 31, 2020 and 2019 included below are derived from Swvl’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Swvl’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Swvl” and the audited consolidated financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

 

     Year Ended
December 31
 
($ million)    2020      2019  

Revenue

     17.3        12.4  

Cost of sales

     (26.4      (33.8
  

 

 

    

 

 

 

Gross loss

     (9.1      (21.4

General and administrative expenses

     (18.6      (10.8

Selling and marketing costs

     (4.7      (8.3

Provision for expected credit losses

     (0.7      (0.3

Other expenses

     (0.2      (0.1
  

 

 

    

 

 

 

Operating loss

     (33.4      (40.9

Finance income

     0.6        0.4  

Finance cost

     (0.1      (0.1
  

 

 

    

 

 

 

Loss for the year before tax

     (32.9      (40.6

Tax

     3.2        5.4  
  

 

 

    

 

 

 

Loss for the year

     (29.8      (35.3

Other comprehensive income

     (0.3      1.2  
  

 

 

    

 

 

 

Total comprehensive loss for the year

     (30.1      (34.1

 

     As of
December 31
 
($ million)    2020      2019  

Total assets

     (24.7      25.6  

Total equity

     18.4        19.2  

Total liabilities

     6.3        6.4  

 

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SUMMARY HISTORICAL FINANCIAL DATA OF SPAC

The summary historical statements of operations data of SPAC for the period from December 9, 2020 (inception) through December 31, 2020 and the historical balance sheet data as of December 31, 2020 are derived from SPAC’s audited financial statements included elsewhere in this proxy statement/prospectus.

SPAC’s historical results are not necessarily indicative of the results that may be expected in the future and SPAC’s results for the period from December 9, 2020 (inception) through December 31, 2020 are not necessarily indicative of the results that may be expected for any other period. The information below is only a summary and should be read in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SPAC” and “Information About SPAC” and the financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

 

     For the
Period from
December 9,
2020
(inception)
through
December 31,
2020
 

General and administrative expenses

   $ 11,513  
  

 

 

 

Net loss

   $ 11,513  
  

 

 

 

Basic and diluted weighted average shares outstanding of SPAC Class A Ordinary Shares

     —    
  

 

 

 

Basic and diluted net income per share, SPAC Class A Ordinary Shares

     —    
  

 

 

 

Basic and diluted weighted average shares outstanding of SPAC Class B Ordinary Shares, excludes shares subject to forfeiture

     7,500,000 (1)(2) 
  

 

 

 

Basic and diluted net loss per share, SPAC Class B Ordinary Shares, excludes shares subject to forfeiture

   $ (0.00
  

 

 

 

 

(1)

This number excludes an aggregate of up to 1,125,000 SPAC Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On January 22, 2021, the over-allotment option was fully exercised, thus, these SPAC Class B ordinary shares are no longer subject to forfeiture (see Note 4 to SPAC’s audited financial statements).

(2)

On January 13, 2020 and January 19, 2020, SPAC effected a share capitalization of 1,437,500 and 718,750 SPAC Class B ordinary shares, respectively, resulting in an aggregate of 8,625,000 SPAC Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 4 and Note 7).

 

     As of
December 31,
2020
 

Balance Sheet Data

  

Total assets

   $ 280,543  

Total liabilities

     267,056  

Total shareholders’ equity

     13,847  

SPAC Ordinary Shares subject to possible redemption

     —    

 

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SUMMARY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “summary pro forma information” gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, SPAC will be treated as the “acquired company” for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Holdings will represent a continuation of the financial statements of Swvl, with the Business Combination being treated as the equivalent of Swvl issuing shares at the closing of the Business Combination for the net assets of SPAC as of the Closing Date, accompanied by a recapitalization. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

The summary unaudited pro forma condensed statement of financial position data as of December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred on December 31, 2020. The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2020 gives pro forma effect to the Business Combination as if it had been completed on January 1, 2020. The historical balance sheet of SPAC as of December 31, 2020 has been adjusted as if SPAC’s IPO took place on December 31, 2020, rather than on January 22, 2021.

The summary pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of Holdings and the accompanying notes, appearing in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements of Swvl and SPAC and the accompanying notes included elsewhere in this proxy statement/prospectus. The summary pro forma information has been presented for informational purposes only and is not necessarily indicative of what Swvl’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Business Combination Agreement been completed as of the dates indicated. In addition, the summary pro forma information does not purport to project the future financial position or operating results of Holdings.

The following table presents the summary pro forma information after giving effect to the Business Combination, presented under three scenarios:

 

   

Assuming no redemptions: This scenario assumes that no SPAC Public Shareholders elect to have their SPAC Public Shares redeemed for cash in connection with the Business Combination.

 

   

Assuming redemptions up to the minimum cash condition: This scenario assumes that 26,000,000 SPAC Public Shares are redeemed for an aggregate payment of $260.0 million (at an assumed redemption price of $10.00 per share based on the Trust Account balance as of June 30, 2021), which is derived from the number of SPAC Public Shares that could be redeemed in connection with the Business Combination without such redemptions resulting in a failure to satisfy the condition to Swvl’s obligation to consummate the Business Combination that SPAC and Holdings collectively hold at least $185.0 million in cash after giving effect to the PIPE Financing. See “The Business Combination—Conditions to Consummation of the Transactions Contemplated by the Business Combination Agreement” for more details on such condition.

 

   

Assuming maximum redemptions: This scenario assumes that 30,639,823 SPAC Public Shares are redeemed for an aggregate payment of $306.4 million (at an assumed redemption price of $10.00 per share based on the Trust Account balance as of June 30, 2021), which is derived from the total number of SPAC Public Shares outstanding less the number of SPAC Public Shares held by the Key SPAC


 

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Shareholders that are subject to the non-redemption restrictions of the SPAC Shareholder Support Agreements. This scenario assumes that no SPAC Public Shares held by the Key SPAC Shareholders as of the date of the SPAC Shareholder Support Agreements are sold prior to the date on which SPAC Public Shareholders must elect to exercise their redemption rights. This scenario would not be possible unless Swvl waives the minimum cash condition described above, and there can be no certainty that Swvl would waive such condition.

The following summarizes the pro forma Holdings Common Shares A issued and outstanding immediately after the Business Combination:

 

     Assuming no
redemptions
    Assuming
redemptions up to the
minimum cash
condition
    Assuming maximum
redemptions
 
     Shares      %     Shares      %     Shares      %  

Swvl Shareholders (1)

     101,591,814        65     101,591,814        78     101,591,814        81

SPAC Public Shareholders

     34,500,000        22     8,500,000        7     3,860,177        3

Sponsor (2)

     8,625,000        6     8,625,000        7     8,625,000        7

PIPE Investors

     10,626,471        7     10,626,471        8     10,626,471        9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

     155,343,285        100     129,343,285        100     124,703,462        100

 

  (1)

The shareholding of Swvl Shareholders (a) excludes the impact of shares issuable under the earnout arrangement, in aggregate a maximum of 15,000,000 Holdings Common Share A issuable to Swvl Eligible Equityholders upon the occurrence of the Earnout Triggering Events or earlier upon a Change of Control and (b) assumes the cash exercise of all Exchanged Options.

  (2)

Consists of 8,625,000 Holdings Common Shares A to be issued to the Sponsor as holder of the SPAC Class B Ordinary Shares in connection with the Business Combination.

The three scenarios presented in the unaudited pro forma condensed combined financial information and this summary pro forma information are based on the assumption that there are no adjustments for the outstanding SPAC Warrants, as such securities are not exercisable until the late of 30 days after the completion of the Business Combination and 12 months from the closing of SPAC’s Initial Public Offering.    

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the summary pro forma information will be different, and those changes could be material.

 

Summary Unaudited Pro Forma Condensed
Combined Statement of Operations Data
Year Ended December 31, 2020
($ million, except per share data)
   Assuming
no
redemptions
     Assuming
redemptions up to the
minimum cash
condition
     Assuming
maximum
redemptions
 

Revenue

     17.3        17.3        17.3  

Loss for the Year

     (143.8      (156.9      (159.9

Net Loss

     (139.9      (153.7      (156.7

Net Loss Per Share (basic and diluted)

     (0.90      (1.19      (1.26

 

Summary Unaudited Pro Forma Condensed
Combined Statement of Financial Position Data
As of December 31, 2020
($ million)
   Assuming
no
redemptions
     Assuming
redemptions up to the
minimum cash
condition
     Assuming
maximum
redemptions
 

Total assets

     490.7        230.7        184.3  

Total equity

     437.3        177.3        130.9  

Total liabilities

     53.4        53.4        53.4  

 

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RISK FACTORS

An investment in Holdings and the proposed Business Combination each involve a high degree of risk and uncertainty. You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus, and before you decide whether to cause any SPAC Public Shares you hold to be redeemed in connection with the Business Combination. Certain of the following risk factors apply to the business and operations of Swvl and will also apply to the business and operations of Holdings following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Holdings following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Holdings, SPAC and Swvl, which later may prove to be incorrect or incomplete. Holdings, SPAC and Swvl may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Swvl” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SPAC” and the financial statements of Swvl and SPAC and the notes thereto included herein, as applicable.

Risks Related to Operational Factors Affecting Swvl

Swvl’s limited operating history and evolving business make it particularly difficult to evaluate Swvl’s prospects and the risks and challenges Swvl may encounter.

While Swvl has primarily focused on mass transit ridesharing services since Swvl launched in 2017, Swvl’s business continues to evolve. Beginning in 2020, Swvl has reevaluated and adjusted its pricing methodologies and expanded its business offerings to include TaaS and (in the future) SaaS. While it is difficult to evaluate the prospects and risks of any business, Swvl’s relatively new and evolving business makes it particularly difficult to assess Swvl’s prospects and the risks and challenges it may encounter. Risks and challenges Swvl has faced or expects to face include its ability to:

 

   

forecast its revenue and budget for and manage expenses;

 

   

attract new qualified drivers and new riders to use its platform and have existing qualified drivers and riders continue to use its platform in a cost-effective manner;

 

   

comply with existing or developing and new or modified laws and regulations applicable to Swvl’s business and the data it processes, including in jurisdictions where such regulations may still be developing or changing rapidly;

 

   

manage its platform and business assets and expenses in light of the COVID-19 pandemic and related public health measures issued by various jurisdictions, including travel bans, travel restrictions, and shelter-in-place orders, as well as maintain demand for and confidence in the safety of Swvl’s platform during and following the COVID-19 pandemic;

 

   

plan for and manage expenditures for Swvl’s current and future offerings, including expenses relating to Swvl’s growth strategy;

 

   

deploy and ensure utilization of the vehicles operating on Swvl’s platform;

 

   

anticipate and respond to macroeconomic changes and changes in the markets in which Swvl operates;

 

   

maintain and enhance the value of Swvl’s reputation and brand;

 

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effectively manage Swvl’s growth and business operations, including the impacts of the COVID-19 pandemic on Swvl’s business;

 

   

successfully expand Swvl’s geographic reach;

 

   

successfully expand Swvl’s TaaS business and launch Swvl’s SaaS business;

 

   

hire, integrate and retain talented personnel; and

 

   

successfully develop new platform features and offerings to enhance the experience of riders, drivers and corporate customers (as well as schools and municipalities);

If Swvl fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, Swvl’s business, financial condition and operating results could be adversely affected. Further, because Swvl has limited historical financial data, operates in a rapidly evolving market and its growth strategy is premised on rapid international expansion, any predictions about Swvl’s future revenue and expenses may not be as accurate as they would be if Swvl had a longer operating history or operated in a more predictable market. If Swvl’s assumptions regarding these risks and uncertainties, which Swvl uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, Swvl’s operating results could differ materially from its expectations and Swvl’s business, financial condition and operating results could be adversely affected.

The COVID-19 pandemic and related responsive measures have disrupted and negatively impacted, and may in the future disrupt and negatively impact, Swvl’s business, financial condition, and operating results. Swvl cannot predict the extent to which the pandemic and related effects may in the future adversely impact its business, financial condition and operating results, and the execution of Swvl’s strategic objectives.

The ongoing COVID-19 pandemic and related responsive measures (e.g., travel bans, travel restrictions and shelter-in-place orders) have negatively impacted Swvl’s business, financial condition, and operating results. The pandemic and these related responses continue to evolve and have caused, and may in the future cause, decreased demand for Swvl’s platform relative to pre-COVID-19 levels and significant volatility and disruption of financial markets.

The COVID-19 pandemic has subjected Swvl’s business, financial condition, and operating results to several risks, including, but not limited to the following:

 

   

Declines in mobility due to COVID-19, including commuting, local travel, and business travel, have resulted in decreased demand for Swvl’s platform. Changes in travel trends and behavior arising from COVID-19, including the impact of new variants, may develop or persist over time, which may further contribute to this adverse effect in the future.

 

   

The measures Swvl previously took in response to the COVID-19 pandemic adversely affected Swvl’s business and operating results. For example, in the first quarter of 2020, Swvl temporarily suspended its usual services, other than to certain key business customers, and operated reduced-service for essential workers at no charge. Although regular service has largely resumed, in the future there may be repeated disruption arising from the COVID-19 pandemic and related responsive measures that may require Swvl to suspend or limit its services again, which would adversely affect Swvl’s business, financial condition and operating results.

 

   

Changes in driver behavior during the COVID-19 pandemic led to reduced levels of driver availability on Swvl’s platform, beginning in the first quarter of 2020. As a result, at the time Swvl was required to offer additional incentives to drivers to continue operating on Swvl’s platform. Any future reduction in driver availability due to the COVID-19 pandemic may require Swvl to increase prices or provide additional incentives to attract and retain drivers and riders, which may adversely affect its business, financial condition and operating results.

 

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Responsive measures to the COVID-19 pandemic caused Swvl to modify its business practices by having corporate employees in nearly all office locations work remotely, limiting employee travel and canceling or postponing events and meetings, or holding them virtually. Swvl may be required to or choose voluntarily to take additional actions for the health and safety of its workforce and users of its platform, including after the pandemic subsides, whether in response to government orders or based on Swvl’s determinations. If these measures result in decreased productivity, harm Swvl’s company culture, adversely affect Swvl’s ability to timely and accurately report its financial statements or maintain internal controls, or otherwise negatively affect Swvl’s business, Swvl’s financial condition, and operating results could be adversely affected.

As the severity, magnitude, and duration of the COVID-19 pandemic, the resulting public health responses and its economic consequences remain uncertain and difficult to predict, the pandemic’s impact on Swvl’s business, financial condition and operating results, as well as its impact on Swvl’s ability to successfully execute its business strategies and initiatives, also remains uncertain and difficult to predict. As the countries in which Swvl operates have reopened, the recovery of the economy and Swvl’s business have fluctuated and varied by geography. Further, the ultimate impact of the COVID-19 pandemic on the riders, drivers and other users of Swvl’s platform, as well as its employees, business, financial condition and operating results depends on many factors that are not within Swvl’s control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport and modified workplace activities); the impact of the pandemic and actions taken in response thereto on local or regional economies, travel and economic activity; the speed and efficacy of vaccine distribution; the availability of government funding programs; evolving laws and regulations regarding COVID-19, including those related to disclosure and notification; general economic uncertainty in key markets and financial market volatility; volatility in global economic conditions and levels of economic growth; the duration of the pandemic; the extent of any virus mutations or new variants of COVID-19; and the pace of recovery when the COVID-19 pandemic subsides.

Several countries in which Swvl operates and plans to operate in the future have been subject to political and economic instability.

Swvl currently conducts most of its business operations in Egypt, Pakistan and Kenya, and its growth strategy is premised on the rapid introduction of its platform into both emerging and developed markets. Several of the countries in which Swvl operates or plans to operate its business have previously, and in the future may be, subject to instances of political instability, civil unrest, hostilities, terrorist activities and economic volatility. Any such events may lead to, among other things, declines in rider and driver demand for Swvl’s platform, whether

arising from safety concerns, a drop in consumer confidence or otherwise, a general deterioration of economic conditions, currency volatility or adverse changes to the political and regulatory environment. Any such developments and any other forms of political or economic instability in Swvl’s markets may harm Swvl’s business, financial condition and operating results.

Swvl faces competition and could lose market share to competitors, which could adversely affect Swvl’s business, financial condition and operating results.

Swvl believes that its principal competition for ridership is public transportation services. Swvl’s business model is premised in part on promoting the safety, efficiency and convenience of its offerings to convert public transportation users into riders on Swvl’s platform. While Swvl has previously been successful in attracting and retaining new riders, public transportation is often available at a lower price and with a greater variety of routes than the rides Swvl offers. In addition, public transportation operators in Swvl’s markets may in the future make improvements or implement measures to enhance the safety, efficiency and convenience of their networks. If current and potential riders do not view the advantages of Swvl’s platform as outweighing the difference in price, or if the successful introduction of such improvements or measures weakens the competitive advantages of Swvl’s offerings, Swvl may be unable to retain existing riders or attract new riders and its business, financial condition and operating results may be adversely affected.

 

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Swvl also faces competition from other ridesharing companies and car hire and taxi companies. The ridesharing market in particular is intensely competitive and is characterized by rapid changes in technology, shifting rider needs and preferences and frequent introductions of new services and offerings. Swvl expects competition to increase, both from existing competitors and new entrants in the markets in which Swvl operates or plans to operate, and such competitors may be well-established and enjoy greater resources or other strategic advantages. If Swvl is unable to anticipate or successfully react to these competitive challenges in a timely manner, Swvl’s competitive position could weaken, or fail to improve, and Swvl could experience a decline in revenue or growth stagnation that could adversely affect Swvl’s business, financial condition and operating results.

Certain of Swvl’s current and potential competitors have greater financial, technical, marketing, research and development and other resources, greater name recognition, longer operating histories or a larger global user base than Swvl does. Such competitors may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices in certain markets than Swvl does, which could adversely affect Swvl’s business, financial condition and operating results. These and other factors may allow Swvl’s competitors to derive greater revenue and profits from their existing user bases, attract and retain qualified drivers and riders at lower costs or respond more quickly to new and emerging technologies and trends. Current and potential competitors may also establish cooperative or strategic relationships, or consolidate, amongst themselves or with third parties that may further enhance their resources and offerings.

Swvl believes that its ability to compete effectively depends upon many factors both within and beyond Swvl’s control, including:

 

   

the popularity, utility, ease of use, performance and reliability of Swvl’s offerings;

 

   

Swvl’s reputation, including the perceived safety of Swvl’s platform, and brand strength;

 

   

Swvl’s pricing models and the prices of its offerings;

 

   

Swvl’s ability to manage its business and operations during the ongoing COVID-19 pandemic and recovery as well as in response to related governmental, business and individuals’ actions that continue to evolve (including restrictions on travel and transport and modified workplace activities);

 

   

Swvl’s ability to attract and retain qualified drivers and riders to use its platform;

 

   

Swvl’s ability to develop new offerings, including the expansion of its TaaS business and launch of its SaaS business;

 

   

Swvl’s ability to continue leveraging and enhancing its data analytics capabilities;

 

   

Swvl’s ability to establish and maintain relationships with strategic partners and third-party service providers;

 

   

Swvl’s ability to deploy and ensure utilization of the vehicles operating on its platform;

 

   

changes mandated by, or that Swvl elects to make to address, legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

 

   

Swvl’s ability to attract, retain and motivate talented employees;

 

   

Swvl’s ability to raise additional capital as needed; and

 

   

acquisitions or consolidation within Swvl’s industry.

If Swvl is unable to compete successfully, Swvl’s business, financial condition and operating results could be adversely affected.

 

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The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than Swvl expects or fails to grow as large as Swvl expects, Swvl’s business, financial condition and operating results could be adversely affected.

Prior to COVID-19, the mass transit ridesharing market was growing rapidly, but it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all, particularly after the COVID-19 pandemic. Swvl’s success will depend to a substantial extent on the willingness of people to widely-adopt mass transit ridesharing. If the public does not perceive Swvl’s offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability or for other reasons, then the market for Swvl’s offerings may not further develop, may develop more slowly than Swvl expects or may not achieve the growth potential Swvl expects. Any of the foregoing risks and challenges could adversely affect Swvl’s business, financial condition and operating results.

If Swvl fails to cost-effectively attract and retain qualified drivers to use its platform, or to increase utilization of Swvl’s platform by existing drivers using its platform, Swvl’s business, financial condition and operating results could be harmed.

Swvl’s continued growth depends in part on its ability to cost-effectively attract and retain qualified drivers who satisfy Swvl’s screening criteria and procedures to use its platform and to increase utilization of Swvl’s platform by existing drivers.

To attract and retain qualified drivers to use its platform, Swvl has, among other things, offered bonus payments and other incentives to high-performing drivers, and temporarily provided financial assistance to support drivers during the COVID-19 pandemic. Government and private business actions in response to the COVID-19 pandemic, such as travel bans, travel restrictions, shelter-in-place orders, increased reliance on work-from-home rather than working in offices, and people and businesses electing to move away from more densely populated cities, have decreased and may in the future decrease utilization of Swvl’s platform by riders. If Swvl does not continue to provide drivers with compelling opportunities to earn income and other incentive programs for using its platform, or if drivers become dissatisfied with Swvl’s requirements for drivers to use its platform, Swvl may fail to attract new drivers to use its platform, retain current drivers to use its platform or increase their utilization of its platform, or Swvl may experience complaints, negative publicity, or services disruptions that could adversely affect its users and its business.

The incentives Swvl provides to attract drivers could fail to attract and retain qualified drivers to use its platform or fail to increase utilization of its platform by existing drivers, or could have other unintended adverse consequences. In addition, changes in certain laws and regulations, labor and employment laws, licensing requirements or background check requirements, may result in a shift or decrease in the pool of qualified drivers, which may result in increased competition for the services of qualified drivers or higher costs of recruitment, operation and retention with respect to drivers providing services through the Swvl platform. Other factors outside of Swvl’s control, such as the COVID-19 pandemic or other concerns about personal health and safety, or concerns about the availability of government or other assistance programs if drivers continue to drive using Swvl’s platform, may also reduce the number of drivers available through Swvl’s platform or utilization of Swvl’s platform by drivers, or impact Swvl’s ability to attract new drivers to use its platform. If Swvl fails to attract qualified drivers to use its platform on favorable terms, fails to increase utilization of its platform by existing drivers or loses qualified drivers using its platform to competitors, Swvl may not be able to meet the demand of riders, including maintaining competitive prices for riders, and Swvl’s business, financial condition and operating results could be adversely affected.

If Swvl fails to cost-effectively attract and retain new riders or to increase utilization of its platform by existing riders, Swvl’s business, financial condition and operating results could be harmed.

Swvl’s success depends in part on its ability to cost-effectively attract and retain new riders and increase utilization of Swvl’s platform by current riders. Riders have a wide variety of options for transportation, including

 

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public transportation, taxis and other ridesharing offerings. Rider preferences may also change from time to time with the advent of new mobility technologies, different behaviors and attitudes towards the environment and new urban planning practices (including increased focus on public transportation and public-private partnerships with respect to mobility). To expand its rider base, Swvl must appeal to new riders who have historically used other forms of transportation or other ridesharing platforms. Swvl believes that its paid marketing initiatives have been critical in promoting awareness of Swvl’s brand and offerings, which in turn drives new rider growth and rider utilization. Further, as Swvl continues to expand into new geographic areas, it will be relying in part on referrals from existing riders to attract new riders. However, Swvl’s , , brand and ability to build trust with existing and new riders may be adversely affected by complaints and negative publicity about Swvl, its offerings, its policies, including its pricing algorithms, drivers using its platform, or its competitors, even if factually incorrect or based on isolated incidents. Further, if existing and new riders do not perceive the transportation services provided by drivers using Swvl’s platform to be reliable, safe and affordable, or if Swvl fails to offer new and relevant offerings and features on its platform, Swvl may not be able to attract or retain riders or to increase their utilization of its platform. Further, government and private business actions in response to the COVID-19 pandemic, such as travel bans, travel restrictions, shelter-in-place orders, increased reliance on work-from-home rather than working in offices, and people and businesses electing to move away from more densely populated cities, have decreased and may in the future decrease utilization of Swvl’s platform by riders including longer term.

As Swvl continues to expand into new geographic areas, it will be relying in part on referrals from existing riders to attract new riders, and therefore must ensure that its existing riders remain satisfied with its offerings. If Swvl fails to continue to grow its rider base, retain existing riders or increase the overall utilization of its platform by existing riders, Swvl’s business, financial condition and operating results could be adversely affected.

Swvl depends on its key personnel and other highly skilled personnel, and if Swvl fails to attract, retain, motivate or integrate its personnel, Swvl’s business, financial condition and operating results could be adversely affected.

Swvl’s success depends in part on the continued service of its co-founder and Chief Executive Officer, senior management team, key technical employees and other highly skilled personnel and on Swvl’s ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of its organization. Swvl may not be successful in attracting and retaining qualified personnel to fulfill its current or future needs, and actions Swvl takes in response to the impact of the COVID-19 pandemic on Swvl’s business may harm Swvl’s reputation or impact its ability to recruit qualified personnel in the future. See “The COVID-19 pandemic and related responsive measures have disrupted and negatively impacted, and may in the future disrupt and negatively impact, Swvl’s business, financial condition, and operating results. Swvl cannot predict the extent to which the pandemic and related effects may in the future adversely impact its business, financial condition and operating results, and the execution of Swvl’s strategic objectives. Swvl’s competitors may be successful in recruiting and hiring members of Swvl’s management team or other key employees, and it may be difficult to find suitable replacements on a timely basis, on competitive terms, or at all. If Swvl is unable to attract and retain the necessary personnel, particularly in critical areas of its business, Swvl may not achieve its strategic goals.

Swvl faces intense competition for highly skilled personnel. To attract and retain top talent, Swvl has had to offer, and Swvl believes it will need to continue to offer, competitive compensation and benefits packages. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Swvl’s equity or equity awards declines or Swvl is unable to provide competitive compensation packages, Swvl’s ability to attract and retain highly qualified personnel may be adversely affected and Swvl may experience increased attrition. Swvl may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train and integrate such employees, and Swvl may never realize returns on these investments. If Swvl is unable to effectively manage its hiring needs or successfully integrate new hires, Swvl’s efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect Swvl’s business, financial condition and operating results

 

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Swvl’s reputation, brand and the network effects among the drivers and riders using Swvl’s platform are important to its success, and if Swvl is not able to maintain and continue developing its reputation, brand and network effects, its business, financial condition and operating results could be adversely affected.

Swvl believes that building a strong reputation and brand as a safe, reliable and affordable platform and continuing to increase the strength of the network effects among the drivers and riders using Swvl’s platform (i.e., the advantages that derive from having more drivers and riders using Swvl’s platform) are critical to its ability to attract and retain qualified drivers and riders. The successful development of Swvl’s reputation, brand and network effects will depend on a number of factors, many of which are outside Swvl’s control. Negative perception of Swvl or its platform may harm Swvl’s reputation, brand and network effects, including as a result of:

 

   

complaints or negative publicity about Swvl or drivers or riders on its platform, its offerings or its policies and guidelines, including Swvl’s practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents;

 

   

illegal, negligent, reckless or otherwise inappropriate behavior by drivers, riders or third parties;

 

   

a failure to offer riders competitive pricing and convenient service;

 

   

a failure to provide the range of routes, dynamic routing, and ride types sought by riders;

 

   

actual or perceived inaccuracies in demand prediction and other defects or errors in Swvl’s platform;

 

   

concerns by riders or drivers about the safety of ridesharing and Swvl’s platform, including in light of the COVID-19 pandemic;

 

   

actual or perceived disruptions in Swvl’s platform, site outages, payment disruptions or other incidents that impact the reliability of Swvl’s offerings;

 

   

failure to protect Swvl’s customer personal data, or other privacy or data security breaches;

 

   

litigation involving, or investigations by regulators into, Swvl’s business;

 

   

users’ lack of awareness of, or compliance with, Swvl’s policies;

 

   

Swvl’s policies or changes thereto that users or others perceive as overly restrictive, unclear or inconsistent with Swvl’s values or mission or that are not clearly articulated;

 

   

a failure to enforce Swvl’s policies in a manner that users perceive as effective, fair and transparent;

 

   

a failure to operate Swvl’s business in a way that is consistent with Swvl’s stated values and mission;

 

   

inadequate or unsatisfactory user support service experiences;

 

   

illegal or otherwise inappropriate behavior by Swvl’s management team or other employees or contractors;

 

   

negative responses by drivers or riders to new offerings on Swvl’s platform;

 

   

a failure to balance the interests of driver and riders;

 

   

accidents or other negative incidents involving the use of Swvl’s platform;

 

   

perception of Swvl’s treatment of employees or contractors and Swvl’s response to employee sentiment related to political or social causes or actions of management;

 

   

political or social policies or activities; or

 

   

any of the foregoing with respect to Swvl’s competitors, to the extent such resulting negative perception affects the public’s perception of Swvl or its industry as a whole.

If Swvl does not successfully maintain and develop its brand, reputation and network effects and successfully differentiate its offerings from the offerings of competitors, Swvl’s business may not grow, Swvl

 

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may not be able to compete effectively and it could lose existing qualified drivers or existing riders or fail to attract new qualified drivers or new riders to use its platform, any of which could adversely affect Swvl’s business, financial condition and operating results.

Swvl’s company culture has contributed to its success and if Swvl cannot maintain this culture as it grows, its business, financial condition and operating results could be harmed.

Swvl believes that its culture, which promotes proactivity, taking ownership and putting riders and drivers first has been critical to its success. Swvl faces a number of challenges that may affect its ability to sustain its corporate culture, including:

 

   

failure to identify, attract, reward and retain people in leadership positions in Swvl’s organization who share and further Swvl’s culture, values and mission;

 

   

Swvl’s rapid growth strategy, which involves increasing the size and geographic dispersion of Swvl’s workforce;

 

   

shelter-in-place orders in certain jurisdictions where Swvl operates that have required many of Swvl’s employees to work remotely, as well as return to work arrangements and workplace strategies;

 

   

the inability to achieve adherence to Swvl’s internal policies and core values, including Swvl’s diversity, equity and inclusion practices;

 

   

competitive pressures to move in directions that may divert Swvl from its mission, vision and values;

 

   

the continued challenges of the rapidly-evolving mass-transit ridesharing industry;

 

   

the increasing need to develop expertise in new areas of business and operate across borders;

 

   

potential negative perception of Swvl’s treatment of employees or Swvl’s response to employee sentiment related to political or social causes or actions of management;

 

   

changes to employee work arrangements in response to COVID-19; and

 

   

the integration of new personnel and businesses from potential acquisitions.

If Swvl is not able to maintain its corporate culture, Swvl’s business, financial condition and operating results could be adversely affected.

Swvl’s growth strategy will subject it to additional costs, compliance requirements and risks, and Swvl’s plans may not be successful.

Swvl intends to pursue a rapid growth strategy to expand its operations into new international markets. In 2022, Swvl aims to expand its Swvl Retail and Swvl Travel offerings in countries in the Middle East and Latin America, and to introduce its Swvl Business offerings in countries in Latin America, Western Europe and Southeast Asia. Operating in a large number of countries will require significant attention of Swvl’s management to oversee operations over a broad geographic area with varying legal and regulatory environments, competitive dynamics and cultural norms and customs and will place significant burdens on Swvl’s operations, engineering, finance and legal and compliance functions. Swvl may incur significant operating expenses as a result of its international presence and its expansion plans will be subject to a variety of challenges, including:

 

   

recruitment and retention of talented and capable employees in foreign countries while maintaining Swvl’s company culture in each of its markets;

 

   

competition from local incumbents with existing knowledge of local markets that may market and operate more effectively and may enjoy greater local affinity or awareness;

 

   

differing rider and driver demand dynamics, which may make Swvl’s offerings less successful;

 

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the need to adapt to new markets, including the need to localize Swvl’s offerings and marketing efforts to the preferences of local riders and drivers;

 

   

public health concerns or emergencies, including the COVID-19 pandemic and other highly communicable diseases or viruses;

 

   

compliance with varying laws and regulatory standards, including with respect to data privacy, cybersecurity, tax, trade compliance, environmental and other vehicle standards and local regulatory restrictions;

 

   

the risk that local laws and business practices favor local competitors;

 

   

compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and similar laws in other jurisdictions;

 

   

obtaining any required government approvals, licenses or other authorizations;

 

   

varying levels of Internet and mobile technology adoption and infrastructure;

 

   

currency exchange restrictions or costs and exchange rate fluctuations;

 

   

political, economic, or social instability, which may cause disruptions to Swvl’s business;

 

   

operating in jurisdictions with reduced, nonexistent or unenforceable protection for intellectual property rights or where Swvl does not have intellectual property rights; and

 

   

limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.

Swvl’s limited experience in operating its business in multiple countries increases the risk that any potential expansion efforts that Swvl may undertake will not be successful and may require Swvl to terminate its operations in certain markets. Swvl intends to invest substantial time and resources to expand its operations internationally. As a result, if Swvl is unable to manage these risks effectively, Swvl’s business, financial condition and operating results could be adversely affected.

If Swvl fails to effectively manage its growth and optimize its organizational structure, Swvl’s business, financial condition and operating results could be adversely affected.

Since its launch in 2017, Swvl has experienced rapid growth in its business, revenues and the number of users on its platform. Swvl expects this growth to continue following the recovery of the world economy from the COVID-19 pandemic. This growth has placed, and will continue to place, significant demands on Swvl’s management and Swvl’s operational and financial infrastructure. The steps Swvl takes to manage its business operations, including policies for employees, and to align Swvl’s operations with Swvl’s strategies for growth, may adversely affect Swvl’s reputation and brand and its ability to recruit, retain and motivate highly skilled personnel.

Swvl’s ability to manage growth and business operations effectively and to integrate new employees, technologies and acquisitions into its existing business will require Swvl to continue to expand its operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain Swvl’s ability to develop and improve its operational, financial and management controls, enhance its reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if Swvl does not effectively manage the growth of its business and operations, then Swvl’s reputation, brand, business, financial condition and operating results could be adversely affected.

 

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Swvl has not historically maintained insurance coverage for its operations. Swvl may not be able to mitigate the risks facing its business and could incur significant uninsured losses, which could adversely affect its business, financial condition and operating results.

Swvl does not currently maintain any insurance policies to cover general business liabilities, business interruptions, crime, losses of key personnel or security breaches and incidents relating to its network systems or operations. As a result, any losses arising from or relating to, among other things, personal injury, property damage, labor and employment disputes, commercial disputes, fraudulent transactions or other criminal activity, business interruptions, noncompliance with applicable laws and regulations, infringement or misappropriation of intellectual property or security or privacy breaches, or the successful assertion of one or more claims against Swvl related to any of the foregoing, could require Swvl to service such losses or claims using internal resources, which would have an adverse effect on Swvl’s business, financial condition and operating results.

Swvl’s business depends on insurance coverage which is independently required to be maintained by the drivers using its platform.

Swvl is in the process of obtaining coverage for general business liabilities and cyber insurance. Nevertheless, Swvl may not obtain enough insurance to adequately mitigate the operations-related risks it faces, and some operations-related risks may not be covered at all. Swvl may have to pay high premiums, self-insured retentions or deductibles for the coverage Swvl does obtain. Swvl also may be unable to obtain cyber insurance coverage in certain countries at commercially reasonable rates or at all, and it may experience losses as a result. Additionally, if any of Swvl’s insurance providers becomes insolvent, such providers could be unable to pay any operations-related claims that Swvl makes. Certain losses may be excluded from insurance coverage.

While Swvl operates in seven countries, Swvl maintains and provides medical insurance for all drivers and riders using its platform only in Egypt. To do so, Swvl relies on a limited number of third-party insurance service providers to service related claims. If any of Swvl’s third-party insurance service providers fails to service claims to Swvl’s expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner unfavorable to drivers, riders or to Swvl, Swvl cannot guarantee that it would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all. If Swvl cannot find alternate third-party insurance service providers on acceptable terms, Swvl may incur additional expenses related to servicing such ride-related claims using internal resources.

Insurance providers have raised premiums and deductibles for many types of claims, coverages and for a variety of commercial risk and are likely to do so in the future. As a result, Swvl’s insurance and claims expense could increase, or Swvl may decide to raise its deductibles or self-insured retentions when policies are renewed or replaced to manage pricing pressure. Swvl’s business, financial condition and operating results could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds Swvl’s historical experience, (ii) Swvl experiences a claim in excess of Swvl’s coverage limits, (iii) Swvl’s insurance providers fail to pay on Swvl’s insurance claims, (iv) Swvl experiences a claim for which coverage is not provided, (v) the number of claims and average claim cost under Swvl’s deductibles or self-insured retentions differs from historic averages or (vi) an insurance policy is cancelled or not renewed.

Illegal, improper or otherwise inappropriate activity of riders, drivers or other users, whether or not occurring while utilizing Swvl’s platform, could expose Swvl to liability and harm its business, brand, financial condition and operating results.

Illegal, improper or otherwise inappropriate activities by riders, drivers or other users, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, Swvl’s platform could adversely affect Swvl’s brand, business, financial condition and operating results. These activities may include assault, theft, unauthorized use or sharing of rider or driver accounts and other misconduct. Such conduct could expose Swvl to liability or adversely affect Swvl’s brand or reputation.

 

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While Swvl has taken measures to guard against these illegal, improper or otherwise inappropriate activities, these measures may prove inadequate to prevent such activities or Swvl may not be successful in implementing them effectively. Although Swvl requires certain qualification processes for drivers using its platform, including submission of criminal record checks in certain jurisdictions, these qualification processes may not expose all potentially relevant information and may be limited in certain jurisdictions according to national and local laws, and Swvl may fail to conduct such qualification processes adequately or identify information that could be relevant to a determination of driver eligibility.

Further, any negative publicity related to the foregoing, whether an incident occurred on Swvl’s platform, on Swvl’s competitors’ platforms, or on any ridesharing platform, could adversely affect Swvl’s reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for Swvl’s platform and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm Swvl’s business, financial condition and operating results.

Changes to Swvl’s pricing could adversely affect its ability to attract or retain qualified drivers and riders to use its platform.

Demand for Swvl’s offerings is sensitive to the price of rides. Many factors, including operating costs, legal and regulatory requirements or constraints and Swvl’s current and future competitors’ pricing and marketing strategies, could significantly affect Swvl’s pricing strategies. Competitors may offer, or may in the future offer, lower-priced or a broader range of offerings or use marketing strategies that enable them to attract or retain qualified drivers and riders at a lower cost than Swvl does.

Swvl uses pricing algorithms to set prices depending on the route, time of day and expected rates of utilization. In the past, Swvl has made pricing changes and spent significant resources on marketing rider incentives, and there can be no assurance that Swvl will not be forced, through competitive pressures, regulation or otherwise, to reduce the price of rides for riders, to increase the rates Swvl offers for driver services or to increase Swvl’s marketing and other expenses to attract and retain qualified drivers and riders using its platform.

Furthermore, the economic sensitivity of drivers and riders using Swvl’s platform may vary by geographic location, and as Swvl expands into new markets, its pricing methodologies may not enable it to compete effectively in these locations. Local regulations may affect Swvl’s pricing in certain geographic locations, which could amplify these effects. For example, Swvl and other ridesharing companies have made commitments to the Egyptian Competition Authority not to set prices below certain profitability benchmarks with respect to their B2C ridesharing offerings in Egypt. Swvl has launched, and may in the future launch, new pricing strategies and initiatives, such as subscription packages and driver or rider loyalty programs. Swvl has also modified, and may in the future modify, existing pricing methodologies, such as its up-front pricing policy. Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders.

Any actual or perceived security or privacy breach could interrupt Swvl’s operations and adversely affect its reputation, brand, business, financial condition and operating results. Swvl has previously experienced a data breach that resulted in the exposure of customer information.

Swvl’s business involves the collection, storage, transmission and other processing of Swvl’s users’ personal and other sensitive data. An increasing number of organizations, including large online and off-line merchants and businesses, other large Internet companies, financial institutions and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, Swvl may be unable to anticipate or prevent these attacks. Swvl has previously experienced a data breach. In July 2020, unauthorized parties gained access to a Swvl database containing identifiable information of its riders by

 

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exploiting a breach in certain third-party software used by Swvl. While Swvl implemented measures to restrict any similar data breach, unauthorized parties may in the future gain access to Swvl’s systems or facilities through various means, including gaining unauthorized access into Swvl’s systems or facilities or those of Swvl’s service providers, partners or users on Swvl’s platform, or attempting to fraudulently induce Swvl’s employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access Swvl’s information technology systems, or attempting to fraudulently induce Swvl’s employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on Swvl’s platform could have vulnerabilities on their own mobile devices that are entirely unrelated to Swvl’s systems and platform, but could mistakenly attribute their own vulnerabilities to Swvl. Further, breaches experienced by other companies may also be leveraged against Swvl. For example, credential stuffing and ransomware attacks are becoming increasingly common, and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

Although Swvl has developed systems and processes that are designed to protect users’ data, prevent data loss and prevent other privacy or security breaches, these measures cannot guarantee security. Swvl’s information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access Swvl’s users’ payment card data and other personal information that are accessible through those systems. Swvl is still a growing company and may not have sufficient dedicated personnel or internal oversight to detect, identify, and respond to all privacy or security incidents. Additionally, as Swvl expands its operations, including sharing data with third parties or continuing the work-from-home practices of its employees (including increased use of video conferencing), Swvl’s exposure to cyberattacks or security breaches may increase. Further, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although Swvl has policies restricting the access to the personal information it stores, these policies may be breached or prove inadequate.

Any actual or perceived breach of privacy or security could interrupt Swvl’s operations, result in Swvl’s platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm Swvl’s reputation and brand, damage Swvl’s relationships with strategic partners and third-party service providers, result in significant legal, regulatory and financial exposure and lead to loss of driver or rider confidence in, or decreased use of, Swvl’s platform, any of which could adversely affect Swvl’s business, financial condition and operating results. Any breach of privacy or security impacting any entities with which Swvl may share or disclose data could have similar effects. Further, any cyberattacks or security and privacy breaches directed at Swvl’s competitors could reduce confidence in the ridesharing industry as a whole and, as a result, reduce confidence in Swvl.

Additionally, responding to any privacy or security breach, including defending against claims, investigations or litigation in connection with any privacy or security breach, regardless of their merit, could be costly and divert management’s attention. Swvl does not currently maintain any insurance to cover security breaches and incidents or losses relating to its network systems or operations. As a result, the successful assertion of one or more large claims against Swvl could have an adverse effect on Swvl’s reputation, brand, business, financial condition and operating results.

Defects, errors or vulnerabilities in Swvl’s applications, backend systems or other technology systems and those of third-party technology providers could harm Swvl’s reputation and brand and adversely impact Swvl’s business, financial condition and operating results.

The software underlying Swvl’s platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that Swvl incorporates into its platform may also be subject to errors or vulnerability. Any errors or

 

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vulnerabilities discovered in Swvl’s code or third-party software could result in negative publicity, loss of users, loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on Swvl’s platform, or otherwise result in a data breach. Swvl may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect Swvl’s business, financial condition and operating results as well as negatively impact Swvl’s reputation or brand.

Swvl relies on various third-party product and service providers and if such third parties do not perform adequately or terminate their relationships with Swvl, Swvl’s costs may increase and its business, financial condition and operating results could be adversely affected.

Swvl’s success depends in part on its relationships with third-party product and service providers. For example, Swvl relies on third-parties to fulfill various marketing, web hosting, payment, communications and data analytics services to support Swvl’s platform. If any of Swvl’s partners terminates its relationship with Swvl, including as a result of COVID-19-related impacts to their business and operations or for competitive reasons, or refuses to renew its agreement on commercially reasonable terms, Swvl would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. While Swvl does not own or operate vehicles, in the event that vehicle manufacturers issue recalls or the supply of vehicles or automotive parts is interrupted, including as a result of public health crises, such as the COVID-19 pandemic, affecting the vehicles operating on Swvl’s platform, the availability of vehicles on Swvl’s platform could become constrained.

In addition, Swvl’s business may be adversely affected to the extent the software and services used by Swvl’s third-party service providers do not meet expectations, contain errors or vulnerabilities, are compromised or experience outages. Swvl cannot be certain that its licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which Swvl may operate. If Swvl is unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against suppliers, licensors or Swvl itself, or if Swvl is unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, Swvl’s ability to develop its platform containing that technology could be severely limited and its business could be harmed. If Swvl is unable to obtain necessary technology from third parties, it may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay Swvl’s ability to provide new or competitive offerings and increase Swvl’s costs. If alternate technology cannot be obtained or developed, Swvl may not be able to offer certain functionality as part of its offerings, which could adversely affect Swvl’s business, financial condition and operating results.

Any of these risks could increase Swvl’s costs and adversely affect Swvl’s business, financial condition and operating results. Further, any negative publicity related to any of Swvl’s strategic partners and third-party service providers, including any publicity related to quality standards or safety concerns, could adversely affect Swvl’s reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

If Swvl fails to effectively predict rider demand, to set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using its platform, Swvl’s business, financial condition and operating results could be adversely affected.

Swvl relies on its proprietary technology to predict and dynamically update routing in response to changes in demand, to optimize pricing in response to such demand and to maximize per-vehicle utilization. If Swvl is unable to effectively predict and meet rider demand and to update its routing and pricing accordingly, Swvl may lose ridership and its revenues may decrease. In addition, riders’ price sensitivity varies by geographic location, among other factors, and if Swvl is unable to effectively account for such variability in its pricing

 

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methodologies, its ability to compete effectively in these locations could be adversely affected. Swvl’s success also depends, in part, on its ability to match route plans with the availability and preferences of the drivers using its platform. If Swvl is unable to determine and allocate routes in a manner consistent with the availability and preferences of such drivers, drivers may reduce or discontinue their participation on Swvl’s platform and may use competitors’ platforms. Any of the foregoing risks could adversely impact Swvl’s business, financial condition and operating results.

If Swvl is not able to successfully develop new offerings on its platform and enhance its existing offerings, Swvl’s business, financial condition and operating results could be adversely affected.

Swvl’s ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of its offerings will depend in part on its ability to successfully create and introduce new offerings and to improve upon and enhance existing offerings. As a result, Swvl may introduce significant changes to its existing offerings or develop and introduce new and unproven offerings. If any of Swvl’s new or enhanced offerings are unsuccessful, including as a result of any inability to obtain and maintain required permits or authorizations or other regulatory constraints or because they fail to generate sufficient return on Swvl’s investments, Swvl’s business, financial condition and operating results could be adversely affected.

Furthermore, new driver or rider demands regarding platform features, the availability of superior competitive offerings or a deterioration in the quality of Swvl’s offerings or ability to bring new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of Swvl’s platform and the economics of Swvl’s business, requiring it to make substantial changes to and additional investments in its offerings or business model. In addition, Swvl frequently experiments with and tests different offerings and marketing strategies. If these experiments and tests are unsuccessful, or if the offerings and strategies Swvl introduces based on the results of such experiments and tests do not perform as expected, Swvl’s ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of Swvl’s offerings may be adversely affected.

Swvl’s market is characterized by rapid technology change, particularly across the SaaS and TaaS offerings, which require it to develop new products and product innovations, and any delays in such development could adversely affect market adoption of Swvl’s products and its financial results. Developing and launching new offerings or enhancements to the existing offerings on Swvl’s platform, such as Swvl’s launch of its TaaS offering in 2020 and its anticipated launch of its SaaS offering for use by corporate customers and other third parties, involves significant risks and uncertainties, including risks related to the reception of such offerings by existing and potential future drivers and riders, increases in operational complexity, unanticipated delays or challenges in implementing such offerings or enhancements, increased strain on Swvl’s operational and internal resources (including an impairment of Swvl’s ability to accurately forecast rider demand and the number of drivers using Swvl’s platform) and negative publicity in the event such new or enhanced offerings are perceived to be unsuccessful. Swvl intends to continue to scale its business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting Swvl’s business.

In addition, developing and launching new offerings and enhancements to Swvl’s existing offerings may involve significant up-front capital investments. Such investments may not generate a positive return on investment. Further, from time to time Swvl may reevaluate, discontinue and/or reduce these investments and decide to discontinue one or more of its offerings. Any of the foregoing risks and challenges could negatively impact Swvl’s ability to attract and retain qualified drivers and riders, its ability to increase utilization of its offerings and its visibility into expected operating results, and could adversely affect Swvl’s business, financial condition and operating results. Additionally, Swvl’s near-term operating results may be impacted by long-term investments in the future.

 

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Swvl may require additional capital to support the growth of its business, which may not be available on terms acceptable to it, or at all.

Since commencing operations in 2017, Swvl has funded its operations and capital expenditures primarily through equity issuances, convertible note issuances and cash generated from operations. Most recently, in August 2021, Swvl completed a private placement of convertible promissory notes in connection with the PIPE, which notes will be exchanged for Holdings Common Shares A concurrently with the closing of the Company Merger. To support its business, Swvl must have sufficient capital to continue to make significant investments in its offerings, including potential new offerings. If Swvl raises additional funds through the issuance of equity or equity-linked securities in the future, existing shareholders could experience significant dilution.

Swvl’s ability to obtain financing in the future will depend upon, among other things, Swvl’s development efforts, business plans and operating performance and the condition of the capital markets at the time Swvl seeks such financing. Additionally, COVID-19 may impact Swvl’s access to capital and make raising additional capital more difficult or available only on less favorable terms. Swvl cannot be certain that additional financing will be available to it on favorable terms, or at all. If Swvl is unable to obtain adequate financing or financing on terms satisfactory to it or within the timeframe it requires, its ability to continue to support its business growth and to respond to business challenges could be significantly limited, and Swvl’s business, financial condition and operating results could be adversely affected.

Swvl’s metrics and estimates, including the key metrics included in this proxy statement/prospectus, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm Swvl’s reputation and negatively affect Swvl’s business, financial condition and operating results.

Swvl regularly reviews and may adjust its processes for calculating the metrics used to evaluate growth, measure performance and make strategic decisions. These metrics, including utilization, avoided emissions and driver retention rates, among others, which are calculated using internal company data and have not been evaluated by a third-party. Swvl’s metrics may differ from estimates published by third parties or from similarly titled metrics of Swvl’s competitors due to differences in methodology or the assumptions on which Swvl relies, and Swvl may make material adjustments to its processes for calculating its metrics in order to enhance accuracy, because better information becomes available or other reasons, which may result in changes to such metrics. The estimates and forecasts Swvl discloses relating to the size and expected growth of Swvl’s addressable market may prove to be inaccurate. Even if the markets in which Swvl competes meet the size estimates and growth Swvl has forecasted, Swvl’s business could fail to grow at similar rates, if at all. Additionally, while Swvl may at times create and publish metrics or other disclosures regarding ESG matters, many of the statements in those voluntary disclosures are based on expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain given the long timelines involved and the lack of an established single approach to identify, measuring, and reporting on many ESG matters. If investors or analysts do not consider Swvl’s metrics to be accurate representations of its business, or if Swvl discovers material inaccuracies in its metrics, then Swvl’s business, financial condition and operating results could be adversely affected.

Swvl’s marketing efforts to help grow its business may not be effective.

Promoting awareness of Swvl’s offerings is important to Swvl’s ability to grow its business and to attract new qualified drivers and riders and can be costly. Swvl believes that much of the growth in its rider base and the number of drivers using its platform is attributable to its paid marketing initiatives. Swvl’s marketing efforts currently include offline marketing (such as billboard advertisements and in-person promotional events), online marketing (such as social media and Internet-driven advertising campaigns), and partnerships with other businesses, through which Swvl offers promotions and other incentives to the customers of such businesses. As

 

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Swvl expands its business into new markets, its marketing initiatives may become increasingly expensive, and generating a meaningful return on those initiatives may be difficult. Even if Swvl successfully increases revenue due to its paid marketing efforts, such an increase may not offset the additional marketing expenses Swvl incurs.

If Swvl’s marketing efforts are not successful in promoting awareness of Swvl’s offerings or attracting new qualified drivers, riders, or corporate customers, or if Swvl cannot cost-effectively manage its marketing expenses, Swvl’s operating results and financial condition could be adversely affected. If Swvl’s marketing efforts successfully increase awareness of its offerings, this could also lead to increased public scrutiny of its business and increase the likelihood of third parties bringing legal proceedings against Swvl. Any of the foregoing risks could harm Swvl’s business, financial condition, and operating results.

Any failure to offer high-quality user support may harm Swvl’s relationships with users and could adversely affect Swvl’s reputation, brand, business, financial condition, and operating results.

Swvl’s ability to attract and retain drivers, riders and corporate customers to use its platform depends partly on the ease and reliability of its offerings, including its ability to provide high-quality support. Riders, drivers and other users of Swvl’s platform depend on Swvl’s support services to resolve any issues relating to its offerings, such as issues relating to payments or reporting a safety incident. Swvl’s ability to provide adequate and timely support is dependent on its ability to automate support services for simple issues (such as route inquiries) and, for other issues, to retain and deploy third-party service providers who are qualified to support users and sufficiently knowledgeable regarding Swvl’s offerings. As Swvl continues to grow its business and improve and expand its offerings, it will face challenges in providing quality support services at scale. As Swvl expands its offerings into new territories, it will be required to provide support services specific to its offerings and the needs of users in the applicable market. Furthermore, the COVID-19 pandemic may impact Swvl’s ability to provide adequate and timely support (such as a decrease in the availability of service providers and an increase in response time). Any failure to provide high-quality user support, or a market perception that Swvl does not offer high-quality support, could adversely affect Swvl’s reputation, brand, business, financial condition and operating results.

Systems failures and resulting interruptions in the availability of Swvl’s website, applications, platform, or offerings could adversely affect Swvl’s business, financial condition, and operating results.

Swvl’s systems, or those of the third parties upon which Swvl relies, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Swvl’s systems may also be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by Swvl’s employees. Some of Swvl’s systems are not fully redundant, and Swvl’s disaster recovery planning may not be sufficient for all eventualities. Any business interruption insurance that Swvl obtains in the future may not be adequate to cover all of Swvl’s losses that may result from interruptions in Swvl’s service due to systems failures and similar events.

Swvl may experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of Swvl’s offerings. These events could result in loss of revenue. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of Swvl’s offerings could adversely affect Swvl’s business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm to the users using its platform, Swvl may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from Swvl for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for Swvl to address.

 

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Swvl’s business could be adversely impacted by changes in users’ access to the Internet and mobile devices or unfavorable changes in, or Swvl’s failure to comply with, existing or future laws governing the Internet and mobile devices.

Swvl’s business depends on users’ access to its platform via the Internet and mobile devices. Swvl operates in and plans to expand into markets that may have low levels of Internet penetration or provide limited Internet connectivity in some areas. The price of mobile devices and Internet access may limit Swvl’s potential growth in such markets. Internet infrastructure in such markets may not support, and may be disrupted by, continued growth in the number of Internet users, their frequency of use or their bandwidth requirements. Any such failure in Internet or mobile device accessibility, even for a short period, could adversely affect Swvl’s business, financial condition, or operating results.

Swvl is subject to several laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and Swvl’s offerings, require Swvl to change its business practices, or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, mobile and other communications, advertising practices, consumer protections, online payment services, and the characteristics and quality of offerings, among other things. Any failure, or perceived failure, by Swvl to comply with any of these laws or regulations could result in damage to Swvl’s reputation and brand, a loss of users, and fines or proceedings by governmental agencies, any of which could adversely affect Swvl’s business, financial condition and operating results.

Swvl relies on mobile operating systems and application marketplaces to make its mobile applications available to the drivers and riders using its platform. If Swvl does not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, Swvl’s usage or brand recognition could decline and Swvl’s business, financial results and operating results could be adversely affected.

Swvl depends in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make its applications available to drivers and riders using its platform. Any changes in such systems and application marketplaces that degrade the functionality of Swvl’s applications or give preferential treatment to competitors’ applications could adversely affect the usage of Swvl’s platform. If such mobile operating systems or application marketplaces limit or prohibit Swvl from making its applications available to drivers and riders, make changes that degrade the functionality of Swvl’s applications, increase the cost of using its applications, impose terms of use unsatisfactory to Swvl or modify their search or ratings algorithms in ways that are detrimental to it, or if the placement of competitors in such mobile operating systems’ application marketplaces is more prominent than the placement of Swvl’s applications, overall growth in Swvl’s rider or driver base could slow. Swvl’s applications have experienced fluctuations in number of downloads in the past, and Swvl anticipates fluctuations in the future. Any of the foregoing risks could adversely affect Swvl’s business, financial condition and operating results.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support Swvl’s platform or effectively roll out updates to Swvl’s applications. Additionally, Swvl needs to ensure that its offerings are designed to work effectively with a range of mobile technologies, systems, networks, and standards to deliver high-quality applications. Swvl may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance the experience of drivers and riders. If drivers or riders on Swvl’s platform encounter any difficulty accessing or using Swvl’s applications on their mobile devices, or if Swvl is unable to adapt to changes in popular mobile operating systems, Swvl’s business, financial condition, and operating results could be adversely affected.

 

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Swvl depends on the interoperability of its platform across third-party applications and services that Swvl does not control.

Swvl’s platform integrates with various communications, ticketing, payment and social media vendors. As Swvl’s offerings expand and evolve, its platform may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products, and services are constantly evolving, and Swvl may not be able to maintain or modify its platform to ensure its compatibility with third-party offerings following development changes. In addition, some of Swvl’s competitors or third-parties upon which Swvl relies may take actions that disrupt the interoperability of Swvl’s platform with their products or services or exert strong business influence on Swvl’s ability to operate and distribute its platform or the terms on which it does so. As Swvl’s respective products evolve, Swvl expects the types and levels of competition to increase. Should any of Swvl’s competitors or other third-parties modify their products, standards or terms of use in a manner that degrades the functionality or performance of Swvl’s platform or is otherwise unsatisfactory to Swvl or gives preferential treatment to competitive products or services, Swvl’s products, platform, business, financial condition and operating results could be adversely affected.

If Swvl is unable to make acquisitions and investments or successfully integrate them into its business, or if Swvl enters into strategic transactions that do not achieve its objectives, Swvl’s business, financial condition and operating results could be adversely affected.

As part of its business strategy, Swvl may consider various potential strategic transactions, including acquisitions of businesses, new technologies, services and other assets and strategic investments that complement Swvl’s business. As Swvl grows, it also may explore investments in new technologies, which Swvl may develop or other parties may develop. There is no assurance that such acquired businesses will be successfully integrated into Swvl’s business or generate substantial revenue, or that Swvl’s investments in other technologies will generate returns for its business.

Acquisitions involve numerous risks, any of which could harm Swvl’s business and negatively affect Swvl’s business, financial condition and operating results, including:

 

   

intense competition for suitable acquisition targets, which could increase acquisition costs and adversely affect Swvl’s ability to consummate transactions on favorable or acceptable terms;

 

   

failure or material delay in consummating a transaction;

 

   

transaction-related lawsuits or claims;

 

   

Swvl’s ability to successfully obtain indemnification;

 

   

difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired company;

 

   

difficulties in retaining key employees or business partners of an acquired company;

 

   

diversion of financial and management resources from existing operations or alternative acquisition opportunities;

 

   

failure to realize the anticipated benefits or synergies of a transaction;

 

   

failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, data privacy, cybersecurity, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues;

 

   

risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business;

 

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theft of Swvl’s trade secrets or confidential information that Swvl shares with potential acquisition candidates;

 

   

risks that an acquired company or investment in new offerings cannibalizes a portion of Swvl’s existing business; and

 

   

adverse market reaction to an acquisition.

In addition, Swvl may divest businesses or assets or enter into joint ventures, strategic partnerships or other strategic transactions. These types of transactions also present certain risks. For example, Swvl may not achieve the desired strategic, operational, and financial benefits of a divestiture, partnership, joint venture, or other strategic transaction. Further, during the pendency of a divestiture or the integration or separation process of any strategic transaction, Swvl may be subject to risks related to a decline in business or a loss of employees, customers, or suppliers.

If Swvl fails to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services and other assets, strategic investments or other transactions, or if Swvl fails to integrate such acquisitions or investments successfully, or if it is unable to successfully complete other transactions or such transactions do not meet its strategic objectives, its business, financial condition and operating results could be adversely affected.

Swvl’s pending acquisition of a controlling interest in Shotl may not be completed as anticipated, or if completed, 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 Swvl’s existing business, among other things.

Integration of the Shotl business and operations with Swvl’s existing business and operations will be a complex, time-consuming and costly process, particularly given that the acquisition will significantly diversify the geographic areas in which Swvl operates. Failure to successfully integrate the Shotl business and operations with Swvl’s existing business and operations in a timely manner may have a material adverse effect on Swvl’s business, financial condition, results of operations and cash flows. Similarly, Swvl’s ongoing acquisition program exposes it to integration risks as well. The difficulties of combining the acquired operations include, among other things:

 

   

failure to realize expected profitability, growth or accretion;

 

   

integrating additional Swvl Business offerings into Swvl’s existing operations;

 

   

coordinating geographically disparate organizations, systems and facilities;

 

   

attracting sufficient platform users in Europe, Brazil and Japan;

 

   

operating in several new jurisdictions and municipalities with unique laws and regulations;

 

   

consolidating corporate, technological and administrative functions;

 

   

the diversion of management’s attention from other business concerns;

 

   

rider loss from the acquired businesses; and

 

   

potential environmental or regulatory liabilities and title problems.

In addition, Swvl may not realize all of the anticipated benefits from its acquisition of a controlling interest in Shotl, such as cost savings and revenue enhancements, for various reasons, including the fact that Swvl’s diligence was of a limited scope and performed by a third party business consultant solely with respect to Shotl’s business in Spain, difficulties integrating operations and personnel, higher costs, COVID-19 related interruption, unknown liabilities and fluctuations in markets.

 

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Swvl does not have written contractual arrangements in place with certain of its historically material customers.

Swvl has provided, and continues to provide, TaaS services to certain corporate customers without a written contract governing such arrangement. While the counterparties have performed under such arrangements without any material disputes, in the event of a dispute the lack of a written contract could make it particularly difficult for Swvl to enforce its rights under the arrangement, if at all. Swvl is in the process of entering into definitive documentation to govern its relationships with such corporate customers, but there is no guarantee such definitive documentation will ultimately be entered into, and there are no assurances entry into such definitive documentation would allow Swvl to enforce claims against such counterparties for actions taken prior to entry into such agreements.

Swvl’s business could be adversely affected by natural disasters, public health crises, political crises, economic downturns, or other unexpected events.

A natural disaster, such as an earthquake, fire, hurricane, tornado or flood, or significant power outage, could disrupt Swvl’s operations, mobile networks, the Internet or the operations of Swvl’s third-party technology providers. In addition, any public health crises, other epidemics, political crises, such as terrorist attacks, war and other political or social instability, or other catastrophic events could adversely affect Swvl’s operations or the economy as a whole. Moreover, the likelihood of such events may increase as a result of climate change or other systemic impacts. The impact of such events or other disruption to Swvl or its third-party providers’ abilities could result in decreased demand for Swvl’s offerings or a disruption in the provision of Swvl’s offerings, which could adversely affect Swvl’s business, financial condition and operating results.

Swvl’s business, financial condition and operating results are also subject to general economic conditions in the markets in which it operates. Any deterioration of economic conditions in such markets could lead to, among other things, increased unemployment and decreased consumer spending and commercial activity. As a result, demand for Swvl’s platform by riders and drivers may decline. Swvl cannot predict the timing or duration of any economic slowdown or subsequent economic recovery in the markets in which it operates or intends to operate. An economic downturn resulting in a prolonged recessionary period may adversely affect Swvl’s business, financial condition and operating results

Swvl’s operations are subject to currency volatility and inflation risk.

The U.S. dollar is Swvl’s presentation currency as a group. Swvl also derives revenues and incurs expenses in other currencies relevant to each country of operations, including Egyptian pounds, Pakistani rupees, and Kenyan shillings. Swvl is therefore subject to foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, Swvl is exposed to the risk that these currencies may appreciate relative to the U.S. dollar or, if such currencies devalue relative to the dollar, that inflation rates may exceed the speed of devaluation, or that the timing of such depreciation may lag behind inflation. The dollar cost of Swvl’s operations would increase in any such event, and Swvl’s dollar-denominated operating results would be adversely affected.

Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl

Swvl has identified material weaknesses in its internal control over financial reporting. If for any reason Swvl is unable to remediate these material weaknesses and otherwise to maintain proper and effective internal controls over financial reporting in the future, Swvl’s ability to produce accurate and timely consolidated financial statements may be impaired, which may harm Swvl’s operating results, Swvl’s ability to operate its business or investors’ views of Swvl.

Prior to the Business Combination, Swvl has operated as a private company with the size of accounting and financial reporting personnel, and other resources with which to address its internal controls over financial

 

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reporting, being in line with early-stage private companies. In connection with the preparation of its financial statements as of and for the year ended December 31, 2020, Swvl and its independent registered public accounting firm identified material weaknesses in Swvl’s internal control over financial reporting related to (1) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience, (2) a lack of sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements, and (3) the design and operating effectiveness of IT general controls for information systems that are relevant to the preparation of Swvl’s consolidated financial statements.

The Public Company Accounting Oversight Board has defined a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Swvl’s financial statements will not be prevented or detected on a timely basis.

Swvl has developed and is in the process of implementing a remediation plan to address these control deficiencies, which will address the underlying causes of Swvl’s material weaknesses. As part of Swvl’s remediation plan, Swvl has hired additional qualified personnel within its finance and accounting functions who are experienced in IFRS and SEC reporting, in addition to starting to conduct training for Swvl personnel with respect to IFRS and SEC financial reporting. Swvl is establishing more robust processes to support its internal control over financial reporting, including sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements. Furthermore, with respect to the effectiveness of Swvl’s IT general controls, Swvl is establishing formal processes and controls for information systems that are key to the preparation of its consolidated financial statements, including access and change controls. In the near term, Swvl has engaged external advisors who are providing financial accounting assistance, in addition to evaluating the design, implementation and operating effectiveness of its internal controls over financial reporting. If these measures are ineffective, Swvl may be unable to remediate these issues in the anticipated timeframe, which may have an adverse effect on Swvl’s operating results, Swvl’s ability to operate its business or investors’ views of Swvl.

Swvl was not required to perform an evaluation of internal control over financial reporting as of December 31, 2020 in accordance with the provisions of the Sarbanes-Oxley Act because Swvl was a private company during that period. Had such an evaluation been performed, additional control deficiencies may have been identified by Swvl, and those control deficiencies may have also represented one or more material weaknesses

Uncertainties with respect to the legal systems in the jurisdictions in which Swvl operates, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect Swvl’s business, financial condition and operating results.

At present, Swvl conducts the majority of its operations in Egypt, Pakistan and Kenya, but it currently operates in seven countries and intends to operate in 20 countries by 2025. There are, and will likely continue to be, substantial uncertainties regarding the interpretation and application of laws and regulations in the jurisdictions in which Swvl operates, including the laws and regulations governing Swvl’s business, the enforcement and performance of contractual arrangements and the protection of intellectual property rights. The legal systems in the countries in which Swvl operates may not be as predictable or developed as that of the United States, and in particular, may not have developed laws and regulations relating to the ridesharing industry. As a result, existing laws and regulations may be applied inconsistently and, in certain circumstances, it may be difficult to determine what actions or omissions may be deemed to violate applicable laws and regulations. There can be no assurance that Swvl’s business will not be found to violate applicable laws or regulations in these jurisdictions in the future.

In addition, the jurisdictions in which Swvl has business operations may in the future enact new laws and regulations relating to the Internet, emissions and other environmental matters associated with ridesharing

 

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operations, the ridesharing industry generally and the operation of Swvl’s business, and the interpretation and enforcement of such laws may involve significant uncertainties. New laws and regulations that affect Swvl’s existing and proposed future businesses may also be applied retroactively.

Swvl is, and will likely in the future be, required to hold multiple registrations, licenses, permits and approvals in connection with its business operations. New laws and regulations may be adopted from time to time that require Swvl to obtain registrations, licenses, permits and approvals in addition to those Swvl already

holds. Swvl does not hold all of the required licenses and registrations for certain jurisdictions where Swvl operates. For example, Law No. 87 of 2018 imposed new licensing requirements for Swvl’s business and drivers using its platform in Egypt. As of the date hereof, Swvl’s application for such a license is pending. In addition, any such required registrations, licenses, permits and approvals may be difficult for Swvl to obtain. If Swvl fails to obtain any required registrations, licenses, permits or approvals or is otherwise found to be operating its business in a manner that is not compliant with applicable law, Swvl may be subject to fines, revocation of its licenses and permits or other sanctions or be required to discontinue or restrict Swvl’s operations in such jurisdictions. Swvl cannot predict the effect that the interpretation of existing or new laws or regulations may have on Swvl’s business.

In addition, governments in the jurisdictions Swvl operates or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or operating in such jurisdictions. Because Swvl and Holdings are incorporated in the British Virgin Islands, Swvl or Holdings, as the case may be, may be deemed to be foreign investors and therefore be subject to such restrictions or controls. As a result, there may be a risk of loss due to, among other things, expropriation, nationalization or confiscation of assets or the imposition of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in such jurisdictions. While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage and protect investment by BVI persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover the jurisdictions in which Swvl or Holdings operate in or that such treaties or agreements will be fully implemented or effective. In other cases, Swvl is not able to take advantage of certain treaties because it is a British Virgin Islands Company and is therefore exposed to additional risk of such loss.

Any of the foregoing or similar occurrences or developments could significantly disrupt Swvl’s business operations and restrict Swvl from conducting a substantial portion of its business operations in these jurisdictions, which could adversely affect Swvl’s business, financial condition or operating results.

As Swvl expands its offerings, it may become subject to additional laws and regulations, and any actual or perceived failure by Swvl to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect Swvl’s business, financial condition, and operating results.

As Swvl continues to expand its offerings and user base, it may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Many of these laws and regulations were adopted prior to the advent of Swvl’s industry and related technologies and, as a result, do not contemplate or address the unique issues faced by Swvl’s industry.

Despite Swvl’s efforts to comply with applicable laws, regulations and other obligations relating to its offerings, it is possible that Swvl’s practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Swvl’s failure to comply with such laws, regulations or obligations may result in Swvl being blocked from or limited in providing or operating its products and offerings in such jurisdictions, or it may be required to modify its business model in those or other jurisdictions as a result. Moreover, Swvl’s failure, or the failure by Swvl’s third-party service providers, to comply with applicable laws or regulations or any other obligations relating to Swvl’s offerings, could harm Swvl’s reputation and brand, discourage new and existing drivers and riders from using Swvl’s platform, lead to

 

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refunds of rider fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect Swvl’s business, financial condition and operating results

Swvl is subject to various laws relating to anti-corruption, anti-bribery, anti-money laundering, and countering the financing of terrorism and has operations in certain countries known to experience high levels of corruption. Swvl has not implemented, or has only recently implemented, certain policies and procedures for the operation of its business and compliance with applicable laws and regulations, including policies with respect to anti-bribery and anti-corruption matters and cyber protection.

Swvl is subject to anti-corruption, anti-bribery, and anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which Swvl does business. Swvl will be subject to such laws in other jurisdictions in the future, including, for example, the FCPA. These laws generally prohibit Swvl, its employees and agents from improperly influencing government officials or commercial parties to, among other things, obtain or retain business, direct business to any person, or gain any improper advantage. Under applicable anti-bribery and anti-corruption laws, Swvl could be held liable for acts of corruption and bribery committed by third-party business partners and service providers, representatives, and agents who acted on Swvl’s behalf.

Swvl has operations in, and has business relationships with, entities in countries known to experience high levels of corruption. Swvl and its third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. Swvl is subject to the risk that it could be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries and its and their respective employees, representatives, contractors, and agents, even if Swvl does not authorize such activities. Swvl’s employees from time to time consult or engage in discussions with government officials in the jurisdictions where it operates with respect to potential changes in government policies or laws relating to the mass transit ridesharing industry, which may heighten such anti-corruption-related risks.

In addition, Swvl’s activities in certain countries with high levels of corruption enhance the risk of unauthorized payments or offers of payments by business partners and service providers, employees, or consultants in violation of various anti-corruption laws, including the FCPA, even though the actions of these parties are often outside Swvl’s control. Swvl adopted anti-bribery and anti-corruption policies in September 2020 and implementation of these policies is ongoing. While these policies are intended to address compliance with such laws, there can be no guarantee that they are or will be fully effective at all times, and Swvl’s employees and agents may take actions in violation of Swvl’s anti-bribery and anti-corruption policies or applicable laws, for which Swvl may be ultimately held responsible. Swvl in the process of reviewing its compliance program to identify areas for enhancements, and Swvl intends to continuously update and improve its compliance program as it expands its operations into new jurisdictions and becomes subject to a larger number of anti-corruption-related laws. However, there remains no guarantee that any such expanded compliance program will be fully effective at all times.

Any violation of applicable anti-bribery, anti-corruption, anti-money laundering, and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to Swvl’s reputation and brand, investigations, imposition of significant legal fees, severe criminal or civil sanctions and disgorgement of profits, suspension or loss of required licenses and permits, exit from an important market, substantial diversion of management’s attention, a drop in Swvl’s share price, or other adverse consequences, any or all of which could have a material and adverse effect on Swvl’s business, financial condition and operating results.

Swvl may be subject to claims, lawsuits, government investigations and other proceedings that adversely affect Swvl’s business, financial condition and operating results.

Swvl has been subject to claims, lawsuits, government investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving labor and employment, commercial

 

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disputes and tax matters. Swvl expects to continue to be subject to claims, lawsuits, government investigations and other legal or regulatory proceedings in the ordinary course of business, which may involve any of the foregoing matters as well as licensing and permits, pricing practices, competition, consumer complaints, personal injury, anti-discrimination, intellectual property disputes and other matters, and Swvl may become subject to additional types of claims, lawsuits, government investigations and other legal or regulatory proceedings as Swvl’s business grows and as Swvl deploys new offerings. Moreover, certain liabilities may be imposed by jurisdictions where Swvl operates, including tax liability, which may subject it to regulatory enforcement procedures if it does not or cannot comply.

The results of any such claims, lawsuits, government investigations or other legal or regulatory proceedings cannot be predicted. Any claims against Swvl, whether meritorious or not, could be time-consuming, result in costly litigation, harm Swvl’s reputation, require significant management attention and divert substantial resources. It is possible that a resolution of such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect Swvl’s business, financial condition and operating results. These proceedings could also result in harm to Swvl’s reputation and brand, sanctions, injunctions or other orders requiring a change in Swvl’s business practices. Any of these consequences could adversely affect Swvl’s business, financial condition and operating results. Furthermore, under certain circumstances, Swvl has contractual and other legal obligations to indemnify and to incur legal expenses on behalf of Swvl’s business and commercial partners.

A determination in, or settlement of, any legal proceeding, whether Swvl is a party to such legal proceeding or not, that involves Swvl’s industry could harm Swvl’s business, financial condition and operating results. For example, a determination that classifies a driver of a ridesharing platform as an employee, whether Swvl is a party to such determination or not, could cause Swvl to incur significant expenses or require substantial changes to its business model.

In addition, Swvl regularly includes arbitration provisions in Swvl’s Terms of Service with drivers and riders using Swvl’s platform. These provisions are intended to streamline the dispute resolution process for all parties involved, as arbitration can, in some cases, be faster and less costly than litigating disputes in court. However, arbitration may become more expensive, or the volume of arbitration may increase and become burdensome. The use of arbitration provisions may subject Swvl to certain risks to its reputation and brand, as these provisions have been the subject of increasing public scrutiny in certain jurisdictions.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration across the jurisdictions in which Swvl operates and may operate in the future, there is a risk that some or all of Swvl’s arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If Swvl’s arbitration agreements were found to be unenforceable, in whole or in part, or particular claims are required to be exempted from arbitration, Swvl could experience an increase in its costs to litigate disputes and the time involved in resolving such disputes, and Swvl could face increased exposure to potentially costly lawsuits, each of which could adversely affect Swvl’s business, financial condition and operating results.

Failure to protect or enforce Swvl’s intellectual property rights could harm Swvl’s business, financial condition and operating results.

Swvl’s success is dependent in part upon protecting Swvl’s intellectual property rights and technology (such as code, confidential information, data, processes and other forms of information, knowhow and technology). As Swvl grows, it will continue to develop intellectual property that is important for its existing or future business. Swvl relies on a combination of copyright, trademark, service mark, trade secret, know-how and confidential information laws and contractual restrictions to establish and protect Swvl’s intellectual property. However, the steps Swvl takes to protect its intellectual property may not be sufficient and may vary by jurisdiction.

 

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Even if Swvl does detect violations, Swvl may need to engage in litigation to enforce its rights. Any enforcement efforts Swvl undertakes, including litigation, could be time-consuming and expensive and could divert the attention of management. While Swvl takes precautions designed to protect its intellectual property, it may still be possible for competitors and other unauthorized third parties to copy Swvl’s technology, reverse engineer its data and use its proprietary information to create or enhance competing solutions and services, which could adversely affect Swvl’s position in the rapidly evolving and increasingly competitive mass-transit ridesharing industry.

Swvl has not registered its intellectual property outside Egypt. Some license provisions that protect against unauthorized use, copying, transfer and disclosure of Swvl’s technology may be unenforceable under the laws of certain countries. The laws of some countries do not provide the same level of protection of intellectual property as the laws of the United States, and adequate intellectual property protection may not be available or may be limited in such countries. Swvl’s intellectual property protection and enforcement strategy is influenced by many considerations, including costs, where Swvl has business operations, where Swvl might have business operations in the future, legal protections available in a specific jurisdiction and/or other strategic considerations. As such, Swvl does not have identical or analogous intellectual property protection in all jurisdictions, which could limit Swvl’s freedom to operate as it expands into new jurisdictions. As Swvl expands its offerings into new jurisdictions, its exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase. Swvl may need to expend additional resources to protect, enforce or defend its intellectual property, which could harm Swvl’s business, financial condition or operating results.

Swvl enters into confidentiality and intellectual property assignment agreements with employees and contractors and enters into confidentiality agreements with third-party providers and corporate customers. There can be no assurance that these agreements will effectively control access to, and use and distribution of, Swvl’s platform and proprietary information. Further, these agreements do not prevent Swvl’s competitors from independently developing technologies that are substantially equivalent or superior to Swvl’s offerings. Competitors and other third parties may also attempt to reverse engineer Swvl’s data, which would compromise Swvl’s trade secrets and other rights.

Swvl may be required to spend significant resources monitoring and protecting its intellectual property rights, and some violations may be difficult or impossible to detect. Litigation to defend and enforce Swvl’s intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of Swvl’s intellectual property. Swvl’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of Swvl’s intellectual property rights. Swvl’s inability to protect its intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of Swvl’s management’s attention and resources, could impair the functionality of Swvl’s platform, delay introductions of enhancements to Swvl’s platform, result in Swvl substituting inferior or more costly technologies into its platform or harm Swvl’s reputation or brand. In addition, Swvl may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms and could adversely affect Swvl’s ability to compete.

The ridesharing industry has also been subject to attempts to steal intellectual property. Although Swvl takes measures to protect its property, if it is unable to prevent the theft of its intellectual property or its exploitation, the value of Swvl’s investments may be undermined and Swvl’s business, financial condition and operating results may be negatively impacted.

Claims by others that Swvl infringed their proprietary technology or other intellectual property rights could harm Swvl’s business, financial condition and operating results.

Companies in the Internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and

 

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rights holders seek to enforce and monetize patents or other intellectual property rights they own or otherwise obtained. As Swvl’s public profile grows and the number of competitors in Swvl’s markets increases, and as Swvl continues to develop new technologies and intellectual property, the possibility of intellectual property rights claims against Swvl may grow. From time to time, third parties may assert claims of infringement of intellectual property rights against Swvl. Swvl does not hold any patents. Competitors of Swvl and others may now and in the future have significantly larger and more mature patent portfolios than Swvl has. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom Swvl’s own patents (if and when acquired) may therefore provide little or no deterrence or protection. Many potential litigants, including some of Swvl’s competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third-party, even those without merit, could cause Swvl to incur substantial costs defending against such claim, could distract management’s attention from the operation of Swvl’s business and could require Swvl to cease its use of certain intellectual property. Furthermore, because intellectual property litigation may involve a substantial amount of discovery, Swvl may risk compromising its own confidential information in the course of any such litigation. Swvl may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against Swvl, Swvl may be subject to an injunction or other restrictions that prevent Swvl from using or distributing its intellectual property, or Swvl may agree to a settlement that prevents it from distributing its offerings or a portion thereof, which could adversely affect Swvl’s business, financial condition and operating results.

With respect to any intellectual property rights claim, Swvl may have to seek out a license to continue operations if found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase Swvl’s operating expenses. Some licenses may be non-exclusive, and therefore Swvl’s competitors may have access to the same technology licensed to Swvl. If a third-party does not offer Swvl a license to its intellectual property on reasonable terms, or at all, Swvl may be required to develop alternative, non-infringing technology or other intellectual property, which could require significant time (during which Swvl would be unable to continue to offer Swvl’s affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect Swvl’s business, financial condition and operating results.

Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by Swvl to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect Swvl’s business.

Swvl receives, transmits and stores a large volume of personally identifiable information and other data relating to the users of Swvl’s platform. Numerous national and international laws, rules and regulations applicable to the jurisdictions in which Swvl operates relate to privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain types of data. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another and may conflict with each other.    For example, changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing Swvl’s offerings, require significant changes to Swvl’s operations or even prevent Swvl from providing certain offerings in jurisdictions in which it currently operates and in which it may operate in the future. Further, as Swvl continues to expand its platform offerings and user base, Swvl may become subject to additional privacy-related laws and regulations, such as the General Data Protection Regulation (Regulation (EU) 2016/679) (see Risk Factors—Risks Related to Regulatory and Legal Factors—Swvl may face particular privacy, data security, and data protection risks if it expands into the European Union or United Kingdom in connection with the GDPR and other data protection regulations”). Additionally, Swvl has incurred, and expects to continue to incur, expenses

 

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in an effort to comply with privacy, data protection and information security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

Despite Swvl’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that Swvl’s practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Swvl’s failure, or the failure by Swvl’s third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other driver or rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage Swvl’s reputation, discourage new and existing drivers and riders from using Swvl’s platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect Swvl’s business, financial condition and operating results. Even if not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm Swvl’s reputation and brand and adversely affect Swvl’s business, financial condition and operating results.

Swvl may face particular privacy, data security, and data protection risks if it expands into the European Union or United Kingdom in connection with the GDPR and other data protection regulations.

Swvl intends to introduce its Swvl Business offerings in certain European Union (“EU”) member states and the United Kingdom in the future. Expansion into the EU and the United Kingdom or marketing directed to those jurisdictions will subject Swvl and certain personal data it proceses to the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), supplemented by national laws and further implemented through binding guidance from the European Data Protection Board, which regulates the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements with significant penalties, and the risk of civil litigation, for noncompliance.    As described further below, if and when Swvl expands its operations into the United Kingdom, it will also be subject to the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law). Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. The enactment of the GDPR also introduced numerous privacy-related changes for companies operating in the EU, including greater control for data subjects (including, for example, the “right to be forgotten”), increased data portability for EU consumers, data breach notification requirements, and increased fines. In particular, under the GDPR, fines of up to €20 million or up to 4% of the annual global revenue of the non-compliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects. The GDPR requirements will likely apply not only to third-party transactions, but also to transfers of information between Swvl and its subsidiaries, including employee information.

As of the date of this filing Swvl is in the process of bringing its operations into compliance with the GDPR. However, Swvl’s efforts to bring its practices (or those of its collaborators, service providers, and contractors) into compliance with the GDPR may not succeed for a variety of reasons, including due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation. Noncompliance could result in the commencement of legal proceedings against Swvl by governmental and regulatory entities or others. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with the GDPR or other applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in litigation, breach notification obligations, regulatory or administrative sanctions, additional cost and liability to Swvl, harm to Swvl’s reputation and brand, damage to its relationships with riders, drivers and corporate customers and have an adverse effect on its business, financial condition and operating results.

 

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Swvl’s business would be adversely affected if the drivers using its platform were classified as employees.

The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Certain global ridesharing businesses are currently involved in legal proceedings in multiple jurisdictions, including putative class and collective action lawsuits, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities, that claim that drivers using their platforms should be treated as employees (or as workers or quasi-employees where those statuses exist) of such companies, rather than as independent contractors.

Swvl classifies its drivers as independent contractors or employees of third parties in the jurisdictions in which Swvl currently operates. Swvl may in the future be subject to proceedings relating to the classification of drivers using its platform as laws and regulations governing the ridesharing industry, labor and employment develop further (or if interpretations of existing laws and regulations change) and as Swvl expands its business operations in new jurisdictions. Swvl may incur substantial expenses in defending such proceedings. If Swvl is not successful in defending such proceedings, it may be required to pay significant damages to drivers or incur other fines, penalties or sanctions. In addition, if, as a result of legislation or judicial decisions in jurisdictions where the employee-contractor distinction is applicable, Swvl is required to classify drivers as employees in such jurisdictions, Swvl may incur significant additional expenses for compensating drivers or making payments on their behalf, including expenses associated with the application of, as applicable, wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. In such event, Swvl may be required to increase its pricing to offset these additional expenses or to discontinue lower-margin offerings or routes, abandon its efforts to expand into new markets or forego other expenditures, such as marketing or hiring key personnel. As a result, Swvl’s ability to attract new riders and to retain existing riders could be adversely affected and utilization of Swvl’s platform may decrease. Any of the foregoing risks would have an adverse effect on Swvl’s business, financial condition and operating results.

Swvl could be subject to claims from riders, drivers or third parties that are harmed whether or not Swvl’s platform is in use, which could adversely affect Swvl’s brand, business, financial condition and operating results.

Swvl may be subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third-parties that may be attributed to Swvl through its offerings. Swvl may also be subject to claims alleging that Swvl is directly or vicariously liable for the acts of the drivers using its platform or for harm related to the actions of drivers, riders, or third parties, or the management and safety of its platform and assets, including in light of the COVID-19 pandemic and related public health measures issued by various jurisdictions, including travel bans, restrictions, social distancing guidance, and shelter-in-place orders. Swvl may also be subject to personal injury claims whether or not such injury actually occurred as a result of activity on its platform. Swvl may incur expenses to settle personal injury claims, which it may choose to settle for reasons including expediency, protection of its reputation and to prevent the uncertainty of litigating, and Swvl expects that such expenses may increase as its business grows and it faces increasing public scrutiny. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders, drivers or third parties could result in negative publicity and harm to Swvl’s brand, reputation, business, financial condition and operating results. Swvl’s insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability Swvl faces, especially where any one incident, or a group of incidents, could cause disproportionate harm, and Swvl may have to pay high premiums or deductibles for its coverage and, for certain situations, Swvl may not be able to secure coverage at all. Any of the foregoing risks could adversely affect Swvl’s business, financial condition and operating results.

 

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Swvl is subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased, and are likely to continue to increase, both its costs and the risk of non-compliance.

Swvl is subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the BVI and the various countries and cities in which it operates. Swvl’s efforts to comply with new and changing laws and regulations in the jurisdictions in which it operates have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations and changes due to the emerging nature of the markets in which Swvl operates, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to Swvl’s disclosure and governance practices. If Swvl fails to address and comply with these regulations and any subsequent changes, they may be subject to penalty and the business may be harmed.

As a result of plans to expand Swvl’s business operations, including to jurisdictions in which tax laws may not be favorable, Holdings’ obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect Holdings’ after-tax profitability and financial results.

Because Swvl has significant expansion plans, Holdings’ effective tax rate may fluctuate or increase in the future. Future effective tax rates could be affected, possibly materially, by changes in tax laws or the regulatory environment, the recognition of operating losses in jurisdictions where no tax benefit can be recorded under the applicable method of accounting, changes in the composition of operating income across tax jurisdictions, changes in deferred tax assets and liabilities, or changes in accounting and tax standards or practices.

Due to the complexity of multinational tax obligations and filings, Holdings may have a heightened risk related to audits or examinations by the relevant taxing authorities. Outcomes from these audits or examinations could have an adverse effect on Holdings’ after-tax profitability and financial condition. Additionally, various taxing authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Taxing authorities could disagree with Holdings’ intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Holdings does not prevail in any such disagreements, its profitability may be affected.

Holdings’ after-tax profitability and financial results may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to Holdings Operating as a Public Company

There has been no public market for Holdings Common Shares A prior to the Business Combination, and there is no guarantee that an active and liquid market will develop.

Prior to the Business Combination, there has been no public market for Holdings Common Shares A, and there can be no assurance that one will develop or be sustained following the Closing. If a market does not develop or is not sustained, it may be difficult for you to sell your Holdings Shares. Public trading markets may also experience volatility and disruption. This may affect the pricing of Holdings’ securities in the secondary

 

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market, the transparency and availability of trading prices, the liquidity of Holdings Common Shares A and the extent of regulation applicable to Holdings. None of Swvl, SPAC or Holdings can predict the prices at which Holdings Common Shares A will trade.

In addition, it is possible that, in future quarters, Holdings’ operating results may be below the expectations of securities analysts and investors. As a result of these and other factors, the price of Holdings Common Shares A may decline.

The market price of Holdings Common Shares A could fluctuate significantly, which could result in substantial losses for purchasers of Holdings Common Shares A.

Following the Closing, the market price of Holdings Common Shares A will be affected by the supply and demand for such shares, which may be influenced by numerous factors, many of which are beyond Holdings’ control, including:

 

   

fluctuation in actual or projected operating results;

 

   

failure to meet analysts’ earnings expectations;

 

   

the absence of analyst coverage;

 

   

negative analyst recommendations;

 

   

changes in trading volumes in Holdings Common Shares A;

 

   

changes in Holdings’ shareholder structure;

 

   

changes in macroeconomic conditions;

 

   

the activities of competitors;

 

   

changes in the market valuations of comparable companies;

 

   

changes in investor and analyst perception with respect to Holdings’ business or the mass-transit ridesharing industry in general; and

 

   

changes in the statutory framework applicable to Holdings’ business.

As a result, the market price of Holdings Common Shares A may be subject to substantial fluctuation.

In addition, general market conditions and fluctuation of share prices and trading volumes could lead to pressure on the market price of Holdings Common Shares A, even if there may not be a reason for this based on Holdings’ business performance or earnings outlook. Furthermore, investors in the secondary market may view Swvl’s business more critically than prior or current investors, which could adversely affect the market price of Holdings Common Shares A in the secondary market.

If the market price of Holdings Common Shares A declines as a result of the realization of any of these or other risks, investors could lose part or all of their investment in Holdings Common Shares A.

Additionally, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of Holdings’ shareholders brought a lawsuit against Holdings, Holdings could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of management from the business, which could significantly harm Holdings’ business, financial condition and operating results.

 

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A significant portion of Holdings’ total outstanding shares following the closing of the Business Combination may not be immediately resold but may be sold into the market soon after closing. This could cause the market price of the Holdings Common Shares A to drop significantly, even if Holdings’ business is doing well.

Sales of a substantial number of Holdings Common Shares A in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Holdings Common Shares A. After the Business Combination (and assuming no redemptions by SPAC Public Shareholders of their SPAC Public Shares), the Sponsor will hold approximately 6% of the Holdings Common Shares A, including the 8,625,000 Holdings Common Shares A into which the SPAC Class B Ordinary Shares will ultimately convert (or approximately 7% of the Holdings Common Shares A, assuming a maximum redemption by SPAC Public Shareholders of SPAC Public Shares). Pursuant to the terms of the Sponsor Letter Agreement, the SPAC Class B Ordinary Shares (which will be converted into Holdings Common Shares B at the SPAC Merger Effective Time and such Holdings Common Shares B will be converted into Holdings Common Shares A at the Company Merger Effective Time) may not be transferred until the earlier of (i) one year after the consummation of the Company Merger and (ii) the first date on which the last sale price of the Holdings Common Shares A equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the consummation of the Company Merger. Pursuant to the Registration Rights Agreement, Holdings agreed that, within 20 business days after consummation of the Company Merger, Holdings will file with the SEC (at Holdings’ sole cost and expense) the Resale Registration Statement, and Holdings will use its reasonable best efforts to cause the Resale Registration Statement become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders can demand (i) up to three underwritten offerings and (ii) within any 12-month period, two block trades or “at-the-market” or similar registered offerings of their registrable securities and will be entitled to customary piggyback registration rights.

Further, pursuant to the Subscription Agreements, SPAC agreed that, within 30 calendar days after the consummation of the Business Combination, Holdings will file with the SEC (at Holdings’ sole cost and expense) the Resale Registration Statement, and Holdings will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. This registration statement will also cover shares issuable upon exercise of as-converted SPAC Warrants. The sale of shares under the PIPE Resale Registration Statement is likely to have an adverse effect on the trading price of the Holdings Common Shares A.

Further, pursuant to the Lock-up Agreements, security holders of Swvl and directors and/or officers of Swvl who are expected to serve as directors and/or officers of Holdings upon the Closing agreed not to (a) transfer, assign or sell any Holdings Common Shares A, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Holdings Common Shares A, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, in each case until the earlier of (x) either one year or six months after the consummation of the Company Merger (depending on the applicable Lock-Up Holder’s anticipated beneficial ownership of Holdings Common Shares A following the Closing), (y) the first date on which the last sale price of the Holdings Common Shares A equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after the consummation of the Company Merger and (z) a liquidation, merger, share exchange or other similar transaction which results in all of Holdings’ shareholders having the right to exchange their Holdings Common Shares A for cash, securities or other property.

Additionally, Holdings will likely register for resale shares subject to the converted Exchanged Options, Swvl Convertible Notes and shares under the 2019 Plan.

 

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For more information about the Registration Rights Agreement and Subscription Agreements, see the subsections entitled “The Business Combination — Related Agreements — Registration Rights Agreement” and “The Business Combination — Related Agreements — PIPE Financing.”

Investor perceptions of risks in developing countries could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries.

Investing in securities of issuers operating in developing countries generally involves a higher degree of risk than investing in securities of issuers from more developed countries. Economic crises in one or more such countries may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries, including in Egypt, have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.

Thus, even if the economies of the countries in which Holdings operates remain relatively stable, financial turmoil in any developing market country could have an adverse effect on Holdings’ business, financial condition and operating results.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Swvl’s business, the market price for Holdings Common Shares A and trading volume could decline.

The trading market for Holdings Common Shares A will depend in part on the research and reports that securities or industry analysts publish about Holdings or its business. If securities or industry analyst coverage results in downgrades of Holdings Common Shares A or publishes inaccurate or unfavorable research about Holdings’ business, the share price of Holdings Common Shares A would likely decline. If one or more of these analysts cease coverage of Holdings or fail to publish reports on Holdings regularly, Holdings could lose visibility in the financial markets and demand for Holdings Common Shares A could decrease, which, in turn, could cause the market price or trading volume for Holdings Common Shares A to decline significantly.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Inaccurate or unfavorable ESG ratings could lead to negative investor sentiment towards Holdings, which could have a negative impact on the market price and demand for Holdings Common Shares A, as well as Holdings’ access to and cost of capital.

Holdings will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, Holdings will incur significant legal, accounting and other expenses that it does not incur as a private company. For example, Holdings will be subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq.

Holdings expects that compliance with these requirements will increase its legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, Holdings expects that its management and other personnel will be required to divert their attention from operational and other business matters to devote substantial time to these public company requirements. In particular, Holdings expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase further when Holdings is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS

 

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Act”) (See “Holdings is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Holdings Common Shares A less attractive to investors”).    As a public company, Holdings is hiring additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.

Holdings’ management team has limited experience managing a public company, which may result in difficulty adequately operating and growing Holdings’ business.

Holdings’ management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Holdings’ management team may not successfully or efficiently manage their new roles and responsibilities or the transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws and the continuous scrutiny of analysts and investors. These new obligations and constituents will require significant attention from Holdings’ senior management and could divert their attention from the day-to-day management of Holdings’ business, which could adversely affect Holdings’ business, financial condition and operating results.

As a private company, Swvl has not endeavored to establish and maintain public-company-quality internal control over financial reporting. If Holdings fails to establish and maintain proper and effective internal control over financial reporting, as a public company, its ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in its financial reporting and the trading price of its shares may decline.

Pursuant to Section 404 of the Sarbanes-Oxley Act, following the Closing, the report by management on internal control over financial reporting will be on Holdings’ financial reporting and internal controls (as accounting acquirer). As a private company, Swvl has not previously been required to conduct an internal control evaluation and assessment. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, Holdings may need to upgrade its information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. If Holdings is unable to hire the additional accounting and finance staff necessary to comply with these requirements, it may need to retain additional outside consultants. Holdings may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Closing.

In addition, Swvl has identified material weaknesses in its internal control over financial reporting and there can be no assurances that there will not be material weaknesses in Holdings’ internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit Holdings’ ability to accurately report its financial condition, operating results or cash flows. If Holdings is unable to comply with the requirements of the Sarbanes-Oxley Act or conclude that its internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of its financial reports, the market price of its securities could decline, and Holdings could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in Holdings’ internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict Holdings’ future access to the capital markets. In addition, failure to implement adequate internal controls or ensure that books and records accurately reflect transactions could result in criminal and civil fines and penalties under the FCPA, as well as related reputational harm and legal fees in defense of such investigations. Any of the foregoing risks could have an adverse effect on Holdings’ business, financial condition and results of operations.

 

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Holdings is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Holdings Common Shares A less attractive to investors.

Holdings is an “emerging growth company,” as defined in the JOBS Act. As a result, Holdings may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, the ability to furnish two rather than three years of income statements and statements of cash flows in various required filings and not being required to include an attestation report on internal control over financial reporting issued by Holdings’ independent registered public accounting firm. As a result, Holdings’ shareholders may not have access to certain information that they deem important. Holdings could be an emerging growth company for up to five years, although Holdings would lose that status sooner if its gross revenue exceeds $1.07 billion, if it issues more than $1.0 billion in nonconvertible debt in a three-year period, or if the fair value of its common stock held by non-affiliates exceeds $700.0 million (and Holdings has been a public company for at least 12 months and has filed one annual report on Form 20-F).

Holdings cannot predict if investors will find Holdings Common Shares A less attractive if it relies on these exemptions. If some investors find Holdings Common Shares A less attractive as a result, there may be a less active trading market for the Holdings Common Shares A and its share price may be more volatile.

As a foreign private issuer, Holdings will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the consummation of the Business Combination, Holdings will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because Holdings qualifies as a foreign private issuer under the Exchange Act, Holdings is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, holders of Holdings Common Shares A may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a company incorporated in the British Virgin Islands, Holdings is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if Holdings complied fully with Nasdaq corporate governance listing standards.

As a BVI business company to be listed on Nasdaq, Holdings is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer such as Holdings to follow the corporate governance practices of its home country. Certain corporate governance practices in the BVI, which is Holdings’ home country, may differ significantly from Nasdaq corporate governance listing standards. For instance, Holdings is not required to:

 

   

have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);

 

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have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;

 

   

have regularly scheduled executive sessions for non-management directors; or

 

   

have annual meetings and director elections.

Currently, Holdings does not intend to rely on home country practice with respect to its corporate governance following the Closing. However, if Holdings chooses to follow home country practice in the future, Holdings’ shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers.

As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.

Holdings’ corporate affairs will be governed by the Holdings Public Company Articles, the BVI Companies Act and the common law of the BVI. The rights of shareholders to take legal action against Holdings’ directors, actions by minority shareholders and the fiduciary responsibilities of directors under BVI law are governed by the BVI Companies Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England, which has persuasive, but not binding, authority on a court in the BVI. The rights of Holdings’ shareholders and the fiduciary responsibilities of Holdings’ directors under BVI law are largely codified in the BVI Companies Act but are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the BVI has a less exhaustive body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, holders of Holdings Common Shares A may have more difficulty in protecting their interests in the face of actions taken by Holdings’ management, members of the board of directors or major shareholders than they would as shareholders of a U.S. company.

The Holdings Public Company Articles and the Holdings Shareholders Agreement contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

The Holdings Public Company Articles and the Holdings Shareholders Agreement, each as in effect from and after the Company Merger Effective Time, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for Holdings Shares, and therefore depress the trading price. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the incumbent members of the Holdings Board or taking other corporate actions, including effecting changes in Holdings’ management, and may inhibit the ability of an acquiror to effect an unsolicited takeover attempt. Such provisions include, among other things:

 

   

a classified board of directors with staggered, three-year terms;

 

   

the ability of the Holdings Board to issue preferred shares and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval;

 

   

the right of Mostafa Kandil to serve as Chair of the Holdings Board so long as he remains Chief Executive Officer of Holdings and to serve as a director so long as he beneficially owns at least 1% of the outstanding shares of Holdings and his employment has not been terminated for cause;

 

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until the completion of Holdings’ third annual meeting of shareholders following the Closing, commitments by major shareholders to vote in favor of the appointment of Swvl designees to the Holdings Board at any shareholder meeting (and, thereafter, to vote in favor of the appointment of Mostafa Kandil or his designee to the Holdings Board, subject to specified conditions);

 

   

the limitation of liability of, and the indemnification of and advancement of expenses to, members of the Holdings Board;

 

   

advance notice procedures with which shareholders must comply to nominate candidates to the Holdings Board or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings and delay changes in the Holdings Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise from attempting to obtain control of Holdings;

 

   

that directors may be removed only for cause and only upon the vote of two-thirds of the directors then in office;

 

   

that shareholders may not act by written consent in lieu of a meeting;

 

   

the right of the Holdings Board to fill vacancies created by the expansion of the Holdings Board or the resignation, death or removal of a director; and

 

   

that the Memorandum and Articles of Association may be amended only by the Holdings Board of Directors or by the affirmative vote of holders of a majority of not less than 75% of the votes of the shares of Holdings entitled to vote.

Shareholders may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the jurisdictions in which Swvl operates based on U.S. or other foreign laws against Holdings, its management or the experts named in this registration statement.

Holdings is a British Virgin Islands company and substantially all of its assets and operations are located outside of the U.S. In addition, most of Holdings’ directors and officers will reside outside the U.S. and the substantial majority of their assets are located outside of the U.S. As a result, it may be difficult to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult to enforce judgments in the jurisdictions in which Swvl operates or British Virgin Islands courts against Holdings and its officers and directors. It may be difficult or impossible to bring an action against Holdings in the British Virgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or jurisdictions in which Swvl operates would recognize or enforce judgments of U.S. courts against Holdings or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such British Virgin Islands courts or courts in jurisdictions in which Swvl operates would hear original actions brought in the British Virgin Islands or jurisdictions in which Swvl operates against Holdings or such persons predicated upon the securities laws of the U.S. or any state. See “Service of Process and Enforceability of Civil Liabilities Under U.S. Securities Laws.”

Mail sent to Holdings may be delayed.

Mail addressed to Holdings and received at its registered office will be forwarded unopened to the forwarding address supplied by Holdings. None of Holdings, its directors, officers, advisors or service providers (including the organization which provides registered office services in the BVI) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. As a result, shareholder communications sent by mail to Holdings may be delayed.

It may be difficult to enforce judgments obtained in the U.S. in BVI.

There is no statutory enforcement in the British Virgin Islands of judgments obtained in the U.S., however, the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment

 

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and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:

 

   

the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

 

   

the judgment is final and for a liquidated sum;

 

   

the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

 

   

in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

 

   

recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and

 

   

the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

The British Virgin Islands courts are unlikely:

 

   

to recognize or enforce against Holdings, judgments of courts of the U.S. predicated upon the civil liability provisions of the securities laws of the U.S.; and

 

   

to impose liabilities against Holdings, predicated upon the certain civil liability provisions of the securities laws of the U.S. so far as the liabilities imposed by those provisions are penal in nature.

Risks Related to the Business Combination

SPAC may not have sufficient funds to consummate the Business Combination.

As of June 30, 2021, SPAC had $1,543,121 available to it outside the Trust Account to fund its working capital requirements. If SPAC is required to seek additional capital, it would need to borrow funds from the Sponsor or an affiliate of the Sponsor, or certain of the SPAC’s officers and directors to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to SPAC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account, from funds released to Holdings or SPAC upon completion of the Business Combination, or up to $1,500,000 of the funds may be converted into SPAC Private Placement Warrants at a price of $1.50 per warrant. If SPAC is unable to consummate the Business Combination because it does not have sufficient funds available, SPAC will be forced to cease operations and liquidate the Trust Account. Consequently, SPAC Public Shareholders may receive less than $10 per share and their warrants will expire worthless.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Business Combination Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: (a) approval by SPAC’s shareholders and Swvl’s shareholders, (b) the Holdings Common Shares A not constituting “penny stock” as such term is defined in Rule 3a51-1 of the Exchange Act, (c) all consents, approvals, authorizations or permits of, or filings with or notifications to, or expirations or terminations of any waiting periods required by, applicable governmental authorities having been obtained, made or occurred, (d) the listing of the Holdings Common Shares A (including the Earnout Shares) to be issued in connection with the SPAC Merger Closing, the PIPE Financing, the Company Merger Closing and conversion of Swvl Convertible Notes (other than the Swvl Exchangeable Notes) on Nasdaq (or another national securities exchange mutually agreed by Swvl and SPAC) and the effectiveness of the

 

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registration statement of which this proxy statement/prospectus forms a part and (e) SPAC having cash on hand, after distribution of the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights, at least $185,000,000 without taking into account transaction fees and expenses or cash on hand at Swvl (the “Minimum Cash Condition”). For additional information, please see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement.” In addition, the parties can mutually decide to terminate the Business Combination Agreement at any time, before or after shareholder approval, or SPAC or Swvl may elect to terminate the Business Combination Agreement in certain other circumstances. For additional information please see the subsection entitled “The Business Combination — Termination.

The Minimum Cash Condition is solely for the benefit of Swvl and, as a result, Swvl has the sole right to waive the Minimum Cash Condition and, subject to satisfaction or waiver of the other conditions to Closing, to cause the Closing to occur even if the amount of cash available in the Trust Account, after deducting the amount required to satisfy SPAC’s obligations to the SPAC Public Shareholders (if any) that exercise their rights to redeem their SPAC Class A Ordinary Shares pursuant to the SPAC Articles, plus the PIPE Funds, is less than $185,000,000 without taking into account transaction fees and expenses or cash on hand at Swvl. Assuming a redemption value of $10.00 per share, no more than 26,000,000 SPAC Class A Ordinary Shares may be redeemed for aggregate redemption proceeds of $260 million in order for the Minimum Cash Condition to be satisfied. Based on the amount of $345 million in the Trust Account as of June 30, 2021, and after taking into account the anticipated proceeds of $100 million from the PIPE Financing, if 26,000,000 SPAC Class A Ordinary Shares are redeemed, SPAC will still have sufficient cash to satisfy the Minimum Cash Condition.

SPAC may waive one or more of the conditions to the Business Combination, resulting in the consummation of the Business Combination notwithstanding the divergence from assumptions on which the Business Combination was evaluated and approved.

SPAC may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by the SPAC Articles and applicable laws and subject to compliance with the Subscription Agreements. For example, it is a condition to SPAC’s obligation to close the Business Combination that certain of Swvl’s representations and warranties be true and correct in all material respects as of the date of the Business Combination Agreement and the Company Merger Effective Time. However, if the SPAC Board determines that it is in the best interests of SPAC to proceed with the Business Combination, then the SPAC Board may elect to waive that condition and close the Business Combination. As a result of any such waiver, the Business Combination may be consummated notwithstanding divergence from assumptions on which the Business Combination was evaluated and approved. For additional information please see the subsection entitled “The Business Combination — Conditions to Consummation of the Business Combination Agreement — SPAC and Merger Sub Conditions.”

Upon consummation of the Business Combination, the rights of the holders of Holdings Common Shares arising under the BVI Companies Act as well as the Holdings Public Company Articles will differ from and may be less favorable to the rights of holders of SPAC Class A Ordinary Shares arising under Cayman Islands law as well as the SPAC Articles.

Upon consummation of the Business Combination, the rights of holders of Holdings Common Shares will arise under the Holdings Public Company Articles as well as the BVI Companies Act. The Holdings Public Company Articles and the BVI Companies Act contain provisions that differ in some respects from those in the SPAC Articles and under Cayman Islands law and, therefore, some rights of holders of Holdings Common Shares could differ from the rights that holders of SPAC Class A Ordinary Shares currently possess.

In addition, there are differences between the SPAC Articles and Holdings A&R Articles. For a more detailed description of the rights of holders of Holdings Common Shares and how they may differ from the rights of holders of SPAC Class A Ordinary Shares, please see the section entitled “Comparison of Corporate

 

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Governance and Shareholder Rights.” The form of the Holdings A&R Articles and the form of the Holdings Public Company Articles are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus, and you are urged to read them.

Risks Related to SPAC

The Sponsor and the Key SPAC Shareholders have agreed to vote in favor of the Business Combination, regardless of how the SPAC Public Shareholders vote.

Unlike many other blank check companies in which the founders agree to vote their SPAC Class B Ordinary Shares in accordance with the majority of the votes cast by public shareholders in connection with an initial business combination, the Sponsor and the Key SPAC Shareholders have agreed to vote any SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares owned by them in favor of the Business Combination. As of July 28, 2021, the Sponsor and the Key SPAC Shareholders owned shares equal to approximately 8.9% of SPAC’s issued and outstanding SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares in the aggregate. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if the Sponsor and such other shareholders agreed to vote any SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares owned by them in accordance with the majority of the votes cast by the SPAC Public Shareholders.

The Sponsor has interests in the Business Combination that are different from, or in addition to, those of other shareholders generally, and SPAC’s directors were aware of and considered such interests, among other matters, in recommending that shareholders vote in favor of approval of the Business Combination Proposals.

In considering the SPAC Board’s recommendation to vote in favor of the approval of the Business Combination Proposals, SPAC shareholders should be aware that aside from their interests as shareholders, the Sponsor and certain of SPAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other SPAC shareholders generally. These interests include, among other things:

 

   

the fact that the Sponsor and SPAC’s directors and officers have agreed not to redeem any SPAC Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

 

   

the fact that the Sponsor and SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any SPAC Class B Ordinary Shares held by them if SPAC fails to complete an Initial Business Combination within the Combination Period, resulting in a loss of approximately $        based on the Trust Account balance as of                , 2021;

 

   

the fact that if the Trust Account is liquidated, including in the event SPAC is unable to complete an Initial Business Combination within the required time period, the Sponsor has agreed to indemnify SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.00 per SPAC Public Share, or such lesser amount per SPAC Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than SPAC’s independent registered public accounting firm) for services rendered or products sold to SPAC or (b) a prospective target business with which SPAC has entered into a letter of intent, confidentiality, or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

 

   

the fact that the Sponsor paid an aggregate of $25,000, or approximately $0.003 per share, for 8,625,000 SPAC Class B Ordinary Shares and that such SPAC Class B Ordinary Shares will have a significantly higher value at the time of the Business Combination, which, if unrestricted and freely tradable, would be valued at approximately $                , based on the most recent closing price of the SPAC Class A Ordinary Shares of $                 per share on                 , 2021;

 

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the fact that the Sponsor paid an aggregate of $8,900,000, or approximately $1.50 per warrant, for 5,933,333 SPAC Private Placement Warrants to purchase SPAC Class A Ordinary Shares and that such SPAC Private Placement Warrants will expire worthless if an Initial Business Combination is not consummated within the Combination Period;

 

   

the fact that up to an aggregate amount of $1,500,000 of any amounts outstanding under any working capital loans made by the Sponsor or any of its affiliates to SPAC may be converted into SPAC Warrants to purchase SPAC Class A Ordinary Shares at a price of $1.50 per warrant at the option of the lender (as of the date of this proxy statement/prospectus, there were no amounts outstanding under any working capital loans);

 

   

the anticipated designation of Victoria Grace, SPAC’s Chief Executive Officer and member of the SPAC Board, and Lone Fonss Schroder, a member of the SPAC Board, as directors of Holdings following the Business Combination;

 

   

the fact that Victoria Grace is Chief Executive Officer and Managing Member of the Sponsor and may be deemed to have or share beneficial ownership of the SPAC Class B Ordinary Shares held directly by the Sponsor;

 

   

the fact that Victoria Grace also served as a member of the board of directors of VNV Global, an affiliate of a significant existing shareholder of Swvl;

 

   

the fact that Lone Fonss Schroder also serves as Chief Executive Officer of Concordium AG, an affiliate of the Concordium Foundation, a PIPE Investor;

 

   

the continued indemnification of SPAC’s existing directors and officers under the Holdings Memorandum and Articles and the continuation of SPAC’s directors’ and officers’ liability insurance after the Business Combination;

 

   

the fact that Holdings has agreed to indemnify the Sponsor for certain losses incurred in connection with actions arising out of the Transactions;

 

   

the fact that the Sponsor will lose its entire investment in SPAC if an Initial Business Combination is not completed within the Combination Period;

 

   

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

 

   

the fact that the Sponsor and SPAC’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, which expenses were approximately $             as of             , 2021;

 

   

the fact that SPAC’s directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business to SPAC; for example, in February 2021, SPAC’s directors and officers launched Queen’s Gambit Growth Capital II, a new blank check company incorporated for the purpose of effecting a business combination;

 

   

the terms and provisions of the Related Agreements as set forth in detail under the section entitled “The Business Combination — Related Agreements”; and

 

   

the fact that given the differential in the purchase price that the Sponsor paid for the SPAC Class B Ordinary Shares as compared to the price of the SPAC Units sold in SPAC’s IPO and the 8,625,000 Holdings Common Shares A that the Sponsor will receive upon conversion of the SPAC Class B Ordinary Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the Holdings Common Shares A trade below the price initially paid for the SPAC Units in SPAC’s IPO and the SPAC Public Shareholders receive a negative rate of return following the completion of the Business Combination

 

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For additional information, please see the subsection entitled “The Business Combination—Interests of Certain Persons in the Business Combination.”

The Sponsor holds a significant number of SPAC Class B Ordinary Shares and SPAC Warrants. It will lose its entire investment in SPAC if SPAC does not complete an Initial Business Combination.

The Sponsor holds all 8,625,000 of the SPAC Class B Ordinary Shares, representing approximately 20% of the total outstanding SPAC Shares as of the date hereof. The SPAC Class B Ordinary Shares will be worthless if SPAC does not complete an Initial Business Combination within the Combination Period. In addition, the Sponsor holds an aggregate of 5,933,333 SPAC Private Placement Warrants that will also be worthless if SPAC does not complete an Initial Business Combination within the Combination Period.

The SPAC Class B Ordinary Shares are identical to the SPAC Class A Ordinary Shares included in the SPAC Units, except that (a) the SPAC Class B Ordinary Shares and the SPAC Class A Ordinary Shares into which the SPAC Class B Ordinary Shares convert upon an Initial Business Combination are subject to certain transfer restrictions, (b) the Sponsor and SPAC’s officers and directors have entered into a letter agreement with SPAC, pursuant to which they have agreed (i) to waive their redemption rights with respect to their SPAC Class B Ordinary Shares and any SPAC Public Shares they own in connection with the completion of an Initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their SPAC Class B Ordinary Shares if SPAC fails to complete an Initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any SPAC Class A Ordinary Shares they hold if SPAC fails to complete an Initial Business Combination within the Combination Period) and (c) the SPAC Class B Ordinary Shares are automatically convertible into SPAC Class A Ordinary Shares at the time of an Initial Business Combination.

The personal and financial interests of the Sponsor and SPAC’s officers and directors may have influenced their motivation in identifying and selecting the Business Combination, completing the Business Combination and influencing SPAC’s operation following the Business Combination.

SPAC will incur significant transaction costs in connection with the Business Combination.

SPAC has and expects to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. SPAC’s transaction expenses as a result of the Business Combination are currently estimated at approximately $                 million, including approximately $10.0 million in deferred underwriting discounts and commissions to the underwriters of SPAC’s IPO.

The exercise of discretion by SPAC’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of SPAC’s shareholders.

In the period leading up to the consummation of the Business Combination, other events may occur that, pursuant to the Business Combination Agreement, would require SPAC to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that it is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of the business of Swvl, a request by Swvl and its management to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on the business of Swvl and could entitle SPAC to terminate the Business Combination Agreement. In any such circumstance, it would be in the discretion of SPAC, acting through the SPAC Board, to grant its consent or

 

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waive its rights. The existence of the financial and personal interests of the SPAC directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the SPAC directors between what he or she may believe is best for SPAC and SPAC’s shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, SPAC does not believe there will be any changes or waivers that SPAC’s directors and officers would be likely to make after SPAC shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the shareholders, SPAC will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of SPAC’s shareholders with respect to the Business Combination Proposals.

If SPAC is unable to complete an Initial Business Combination within the Combination Period, the SPAC Public Shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against SPAC that the Sponsor is unable to indemnify), and the SPAC Warrants will expire worthless.

If SPAC is unable to complete an Initial Business Combination within the Combination Period, the SPAC Public Shareholders may receive only approximately $10.00 per share on the liquidation of the Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against SPAC that the Sponsor is unable to indemnify (as described below)), and the SPAC Warrants will expire worthless.

If third parties bring claims against SPAC, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by SPAC’s shareholders may be less than $10.00 per share.

SPAC’s placing of funds in the Trust Account may not protect those funds from third-party claims against SPAC. Although SPAC will seek to have all of its vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which SPAC does business execute agreements with SPAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of SPAC Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against SPAC’s assets, including the funds held in the Trust Account. Although no third parties have refused to execute an agreement waiving such claims to the monies held in the Trust Account to date, if any third party refuses to execute such an agreement in the future, SPAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if SPAC’s management believes that such third party’s engagement would be significantly more beneficial to SPAC than any alternative.

Examples of possible instances where SPAC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by SPAC’s management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where SPAC is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC and will not seek recourse against the Trust Account for any reason. Upon redemption of the SPAC Public Shares, if SPAC is unable to complete an Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with an Initial Business Combination, SPAC will be required to provide for payment of claims of creditors that were not waived that may be brought against SPAC within the ten years following redemption. Accordingly, the per share redemption amount received by the SPAC Public Shareholders could be less than the $10.00 per SPAC Public Share initially held in the Trust Account, due to claims of such creditors. The Sponsor has agreed that it will be liable to SPAC if and to the extent any claims by a third party (other than SPAC’s independent registered public

 

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accounting firm) for services rendered or products sold to SPAC, or a prospective target business with which SPAC has entered into a letter of intent, confidentiality or other similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per SPAC Public Share and (b) the actual amount per SPAC Public Share held in the Trust Account, if less than $10.00 per SPAC Public Share due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to SPAC to pay its taxes, provided that such liability will not apply to any claims by a third party that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under SPAC’s indemnity of the underwriters of its Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, SPAC has not asked the Sponsor to reserve for such indemnification obligations, nor has SPAC independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and it believes that the Sponsor’s only assets are securities of SPAC. Therefore, SPAC cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available to SPAC for an Initial Business Combination and redemptions could be reduced to less than $10.00 per SPAC Public Share. In such event, SPAC may not be able to complete an Initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your SPAC Public Shares. None of SPAC’s officers or directors will indemnify SPAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

SPAC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the SPAC Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per SPAC Public Share and (b) the actual amount per SPAC Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account and not previously released to SPAC to pay its taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, SPAC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While SPAC currently expects that its independent directors would take legal action on SPAC’s behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that SPAC’s independent directors in exercising their business judgment, and subject where relevant to their fiduciary duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If SPAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the SPAC Public Shareholders may be reduced below $10.00 per share.

SPAC may not have sufficient funds to satisfy indemnification claims of its directors and officers.

SPAC has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, SPAC’s officers and directors have agreed, and any persons who may become officers or directors of SPAC prior to an Initial Business Combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by SPAC only if (a) SPAC has sufficient funds outside of the Trust Account or (b) SPAC consummates an Initial Business Combination. SPAC’s obligation to indemnify its officers and directors may discourage SPAC shareholders from bringing a lawsuit against SPAC’s officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against SPAC’s officers and directors, even though

 

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such an action, if successful, might otherwise benefit SPAC and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent SPAC pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If, after SPAC distributes the proceeds in the Trust Account to the SPAC Public Shareholders, SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against SPAC that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of the SPAC Board may be viewed as having breached their fiduciary duties to SPAC’s creditors, thereby exposing the members of the SPAC Board and SPAC to claims of punitive damages.

If, after SPAC distributes the proceeds in the Trust Account to the SPAC Public Shareholders, SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against SPAC that is not dismissed, any distributions received by SPAC’s shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by SPAC’s shareholders. In addition, the SPAC Board may be viewed as having breached its fiduciary duty to SPAC’s creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying the SPAC Public Shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to the SPAC Public Shareholders, SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against SPAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of SPAC’s shareholders and the per share amount that would otherwise be received by SPAC’s shareholders in connection with SPAC’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the SPAC Public Shareholders, SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against SPAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in SPAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of SPAC’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by SPAC’s shareholders in connection with SPAC’s liquidation may be reduced.

Even if SPAC consummates the Business Combination, there is no guarantee that the SPAC Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the SPAC Warrants is $11.50 per SPAC Class A Ordinary Share. There is no guarantee that the SPAC Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, they may expire worthless.

SPAC may amend the terms of the SPAC Public Warrants in a manner that may be adverse to holders thereof with the approval by the holders of at least 50% of the then-outstanding SPAC Public Warrants. As a result, the exercise price of the SPAC Public Warrants could be increased, the exercise period could be shortened and the number of SPAC Class A Ordinary Shares purchasable upon exercise of a SPAC Public Warrant could be decreased, all without a holder’s approval.

The SPAC Public Warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the SPAC Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding SPAC Public Warrants to make any change that adversely affects the interests of the registered holders of SPAC Public Warrants. Accordingly, SPAC may amend the terms of the SPAC Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding SPAC Public Warrants approve of such amendment. Although SPAC’s ability to amend the terms of the SPAC Public

 

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Warrants with the consent of at least 50% of the then-outstanding SPAC Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the SPAC Public Warrants, convert the SPAC Public Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of SPAC Class A Ordinary Shares purchasable upon exercise of a SPAC Public Warrant.

SPAC may redeem unexpired SPAC Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

SPAC has the ability to redeem its outstanding SPAC Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per SPAC Warrant, provided that the last reported sales price of the SPAC Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which SPAC gives proper notice of such redemption and provided certain other conditions are met. If and when the SPAC Warrants become redeemable by SPAC, SPAC may exercise its redemption right even if SPAC is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding SPAC Warrants could force you to (a) exercise your SPAC Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your SPAC Warrants at the then-current market price when you might otherwise wish to hold your SPAC Warrants, or (c) accept the nominal redemption price which, at the time the outstanding SPAC Warrants are called for redemption, is likely to be substantially less than the market value of your SPAC Warrants. None of the SPAC Private Placement Warrants will be redeemable by SPAC for cash so long as they are held by the Sponsor or its permitted transferees.

In addition, SPAC may redeem your SPAC Warrants after they become exercisable for a number of SPAC Class A Ordinary Shares determined based on the redemption date and the fair market value of the SPAC Class A Ordinary Shares. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the SPAC Warrants are ”out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the SPAC Class A Ordinary Shares had your SPAC Warrants remained outstanding.

Because certain of the SPAC Class A Ordinary Shares and SPAC Warrants currently trade as SPAC Units consisting of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant, the SPAC Units may be worth less than units of other blank check companies.

Each SPAC Unit contains one-third of one SPAC Warrant. Pursuant to the Warrant Agreement, no fractional SPAC Warrants will be issued upon separation of the SPAC Units, and only whole SPAC Warrants will trade. This is different from other blank check companies similar to SPAC whose units include one share of common stock and one warrant to purchase one whole share. This unit structure may cause the SPAC Units to be worth less than if each included a warrant to purchase one whole share. SPAC has established the components of the SPAC Units in this way in order to reduce the dilutive effect of the SPAC Warrants upon completion of an Initial Business Combination since the SPAC Warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making SPAC a more attractive business combination for target businesses. Nevertheless, this unit structure may cause the SPAC Units to be worth less than if they included a warrant to purchase one whole share.

 

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SPAC may issue a substantial number of additional SPAC Ordinary Shares or SPAC Preference Shares to complete the Business Combination or Holdings may issue additional shares under an employee incentive plan after completion of the Business Combination. Any such issuances would dilute the interest of SPAC’s shareholders and likely present other risks.

SPAC may issue additional SPAC Ordinary Shares or SPAC Preference Shares to complete the Business Combination or Holdings may issue additional shares under an employee incentive plan after completion of the Business Combination.

The issuance of additional SPAC Ordinary Shares or SPAC Preference Shares by SPAC or Holdings Common Shares A or Holdings Preference Shares by Holdings:

 

   

may significantly dilute the equity interests of SPAC’s investors;

 

   

may subordinate the rights of holders of SPAC Ordinary Shares if SPAC Preference Shares are issued with rights senior to those afforded the SPAC Ordinary Shares;

 

   

could cause a change in control if a substantial number of SPAC Ordinary Shares are issued, which may affect, among other things, SPAC’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of SPAC’s present officers and directors; and

 

   

may adversely affect prevailing market prices for SPAC Units, SPAC Class A Ordinary Shares and/or the SPAC Public Warrants.

SPAC conducted due diligence on an accelerated timeline. SPAC cannot assure you that this diligence identified all material issues or risks associated with the Company, its business, or the industry in which it operates. Additional information my later arise in connection with the preparation of this proxy statement/prospectus, or after the consummation of the Business Combination.

SPAC cannot assure you that the due diligence SPAC has conducted on Swvl will reveal all material issues that may be present with regard to Swvl, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of SPAC’s control will not later arise. SPAC conducted its due diligence on an accelerated timeline. Swvl is a privately held company and SPAC therefore has made its decision to pursue a business combination with Swvl on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result, Holdings may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if SPAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Holdings’ liquidity, the fact that Holdings reports charges of this nature could contribute to negative market perceptions about Holdings or Holdings’ securities. Accordingly, any shareholders of SPAC who choose to remain shareholders of Holdings following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by SPAC’s officers or directors of fiduciary duties owed by them to SPAC, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of SPAC’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of SPAC’s securities prior to the Company Merger Closing may decline. The market values of SPAC’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which SPAC’s shareholders vote on the Business Combination.

 

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In addition, following the Business Combination, fluctuations in the price of Holdings’ securities could contribute to the loss of all or part of your investment in such securities. Accordingly, the valuation ascribed to the SPAC Class A Ordinary Shares in the Business Combination may not be indicative of the price of Holdings’ securities that will prevail in the trading market following the Business Combination. If an active market for Holdings’ securities fails to develop and continue, the trading price of Holdings’ securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which will be beyond Holdings’ control. Any of the factors listed below could have a material adverse effect on your investment in Holdings’ securities and Holdings’ securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Holdings’ securities may not recover and may experience a further decline.

Factors affecting the trading price of Holdings’ securities following the Business Combination may include:

 

   

actual or anticipated fluctuations in Holdings’ financial results or the financial results of companies perceived to be similar to Holdings;

 

   

changes in the market’s expectations about Holdings’ operating results;

 

   

success of competitors;

 

   

Holdings’ operating results failing to meet the expectation of securities analysts or investors in a particular period;

 

   

changes in financial estimates and recommendations by securities analysts concerning Holdings or the market in general;

 

   

operating and stock price performance of other companies that investors deem comparable to Holdings;

 

   

Holdings’ ability to market new and enhanced products and technologies on a timely basis;

 

   

changes in laws and regulations affecting Holdings’ business;

 

   

Holdings’ ability to meet compliance requirements;

 

   

commencement of, or involvement in, or the outcomes of, litigation involving Holdings;

 

   

changes in Holdings’ capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of Holdings Common Shares A available for public sale;

 

   

any major change in the Holdings Board or Holdings’ management;

 

   

sales of substantial amounts of Holdings Common Shares A by Holdings’ directors, executive officers or significant shareholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities either before or after the consummation of the Business Combination irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Holdings following the Business Combination could depress Holdings’ stock price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of Holdings’ securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

 

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The Sponsor, SPAC’s directors, officers or advisors or any of their respective affiliates may elect to purchase SPAC Public Shares from the SPAC Public Shareholders, which may influence the vote on the Business Combination Proposals and reduce the public “float” of the SPAC Class A Ordinary Shares.

The Sponsor, SPAC’s directors, officers or advisors or any of their respective affiliates may purchase SPAC Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of SPAC Public Shares the Sponsor, SPAC’s directors, officers or advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the Nasdaq rules. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, the Sponsor, SPAC’s directors, officers and advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase SPAC Public Shares in such transactions. None of the Sponsor, SPAC’s directors, officers or advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such SPAC Public Shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such SPAC Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser.

In the event that the Sponsor, SPAC’s directors, officers or advisors or any of their respective affiliates purchase SPAC Public Shares in privately negotiated transactions from SPAC Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of SPAC Public Shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of SPAC Public Shares may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of the SPAC Class A Ordinary Shares may be reduced and the number of beneficial holders of SPAC’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of SPAC’s or Holdings’ securities on a national securities exchange. See the subsection entitled “The Business Combination — Potential Purchases of Public Shares” for a description of how the Sponsor, SPAC’s directors, officers or advisors or any of their respective affiliates will select which shareholders or warrant holders to purchase securities from in any private transaction.

Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect SPAC’s or, after the consummation of the Business Combination, Holdings’ business, investments, and results of operations.

SPAC is and, after the consummation of the Business Combination, Holdings will be subject to laws and regulations enacted by national, regional and local governments. In particular, SPAC is and Holdings will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on SPAC’s and Holdings’ businesses, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on

 

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SPAC’s and Holdings’ businesses, including SPAC’s ability to negotiate and complete the Business Combination, and results of operations.

The JOBS Act permits “emerging growth companies” like SPAC to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

SPAC qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, SPAC takes advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, SPAC shareholders may not have access to certain information they deem important. SPAC will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following January 22, 2026, the fifth anniversary of the IPO, (ii) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which SPAC is deemed to be a large accelerated filer, which means the market value of the SPAC Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of the prior second fiscal quarter, and (b) the date on which SPAC has issued more than $1.0 billion in non-convertible debt during the prior three year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. SPAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, SPAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of SPAC’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

SPAC cannot predict if investors will find the SPAC Class A Ordinary Shares less attractive because it will rely on these exemptions. If some investors find the SPAC Class A Ordinary Shares less attractive as a result, there may be a less active trading market for the SPAC Class A Ordinary Shares and SPAC’s share price may be more volatile.

The SPAC Warrants and SPAC Class B Ordinary Shares may have an adverse effect on the market price of the SPAC Class A Ordinary Shares and make it more difficult to effectuate the Business Combination.

SPAC issued warrants to purchase 11,500,000 SPAC Class A Ordinary Shares as part of the SPAC Units. SPAC also issued 5,933,333 SPAC Private Placement Warrants, each exercisable to purchase one SPAC Class A Ordinary Share at $11.50 per share.

The Sponsor currently owns an aggregate of 8,625,000 SPAC Class B Ordinary Shares. The SPAC Class B Ordinary Shares are convertible into SPAC Class A Ordinary Shares on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition, if the Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 SPAC Private Placement Warrants, at the price of $1.50 per warrant.

 

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Any issuance of a substantial number of additional SPAC Class A Ordinary Shares upon exercise of these warrants and conversion rights will increase the number of issued and outstanding SPAC Class A Ordinary Shares and reduce the value of the SPAC Class A Ordinary Shares issued to complete the Business Combination. Therefore, the SPAC Warrants and SPAC Class B Ordinary Shares may make it more difficult to effectuate the Business Combination or increase the cost of acquiring Swvl.

SPAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for SPAC to complete the Business Combination even if a substantial majority of SPAC’s shareholders do not agree.

The SPAC Articles do not provide a specified maximum redemption threshold, except that in no event will SPAC redeem SPAC Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Financing. As a result, SPAC may be able to complete the Business Combination even though a substantial majority of the SPAC Public Shareholders do not agree with the transaction and have exercised their redemption rights with respect to their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, SPAC’s officers, directors or advisors or any of their respective affiliates. In the event the aggregate cash consideration Holdings would be required to pay for all of the Holdings Commons Shares A related to SPAC Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceeds the aggregate amount of cash available to SPAC, SPAC will not complete the Business Combination or redeem any shares, all of the SPAC Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and SPAC instead may search for an alternate Initial Business Combination.

SPAC’s shareholders’ ownership and voting interests in Holdings following the Business Combination will be reduced as compared to SPAC’s shareholders’ ownership and voting interests in SPAC, which may result in SPAC’s shareholders exercising less influence over Holdings’s management.

Following the SPAC Merger and prior to the Company Merger, holders of SPAC Ordinary Shares, SPAC Warrants and SPAC Units will hold the same interests in Holdings as they did in SPAC as of immediately prior to the SPAC Merger. However, in connection with the Closing, Holdings will issue Holdings Common Shares A to Swvl Shareholders and the PIPE Investors, which will result in SPAC’s shareholders being diluted. See the sections entitled “Summary of the Proxy Statement/Prospectus—Ownership of Holding After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The SPAC Warrants are accounted for as liabilities and the changes in value of the SPAC Warrants could have a material effect on SPAC’s financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”), which focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement governing the SPAC Warrants. As a result of the SEC Staff Statement, SPAC reevaluated the accounting treatment of the SPAC Warrants and determined to classify the SPAC Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on SPAC’s balance sheet as of June 30, 2021 are derivative liabilities related to the embedded features contained within the SPAC Warrants. Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity (“ASC 815-40”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result

 

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of the recurring fair value measurement, SPAC’s financial statements and results of operations may fluctuate quarterly, based on factors that are outside of SPAC’s control. Due to the recurring fair value measurement, SPAC expects that it will recognize non-cash gains or losses on the SPAC Warrants each reporting period and that the amount of such gains or losses could be material.

Holdings (or, prior to the SPAC Merger, SPAC) may be a “passive foreign investment company,” or “PFIC”, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If Holdings (or, prior to the SPAC Merger, SPAC) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined below in the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—U.S. Holder Defined”), the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Assuming the SPAC Merger qualifies as an F Reorganization (see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—The SPAC Merger”), SPAC’s current taxable year would not close and would continue under Holdings, including for purposes of the PFIC rules. Accordingly, following the Business Combination, including for the taxable year that includes the Business Combination, the PFIC asset and income tests will be applied based on the assets and activities of the combined business.

SPAC believes it had no gross income and no passive assets in its first and most recent taxable year, which ended on December 31, 2020 (the “2020 Tax Year”), and did not meet the PFIC income or asset tests with respect to the 2020 Tax Year. Because the timing of the Business Combination and of revenue production of the combined company is uncertain, and because PFIC status is based on income, assets and activities for an entire taxable year, it is possible that Holdings could not meet the asset or income test in the current taxable year or in any other taxable year, and such determination may not be made for any taxable year until after the close of the taxable year. Accordingly, there can be no assurance that Holdings (or, prior to the SPAC Merger, SPAC) will not be a PFIC for any taxable year. If a U.S. Holder holds Holdings Securities (or, prior to the SPAC Merger, SPAC Public Securities) while Holdings (or SPAC) is a PFIC, unless the U.S. Holder makes certain elections, Holdings will continue to be treated as a PFIC with respect to such U.S. Holder during subsequent years, whether or not Holdings (or, prior to the SPAC Merger, SPAC) is treated as a PFIC in those years.

U.S. Holders are strongly urged to consult with their own tax advisors to determine the application of the PFIC rules to them in their particular circumstances and any resulting tax consequences. Please see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Rules” for a more detailed discussion with respect to the PFIC status of SPAC (and, following the SPAC Merger, Holdings) and the resulting tax consequences to U.S. Holders.

Risks Related to the Redemption

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

SPAC can give no assurance as to the price at which a shareholder may be able to sell its Holdings Common Shares A or SPAC Public Shares, as applicable, in the future following the completion of the Business Combination or any alternative Business Combination. Certain events following the consummation of the Business Combination may cause an increase in the price of Holdings Common Shares A and may result in a lower value realized now than a shareholder might realize in the future had the shareholder redeemed their shares. Similarly, if a shareholder does not exercise its redemption rights with respect to all of its SPAC Public Shares, the shareholder will bear the risk of ownership of the Holdings Common Shares A after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

 

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If SPAC’s shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to exercise their redemption rights for a pro rata portion of the funds held in the Trust Account with respect to their SPAC Class A Ordinary Shares.

In order to exercise their redemption rights, holders of SPAC Public Shares are required to submit a request in writing and deliver their shares (either physically or electronically) to SPAC’s transfer agent at least two business days prior to the SPAC Shareholders’ Meeting. Shareholders electing to exercise their redemption rights with respect to their SPAC Public Shares will receive their pro rata portion of the Trust Account, including interest not previously released to us to pay SPAC’s taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for additional information on how to exercise your redemption rights.

Shareholders who wish to exercise their redemption rights for a pro rata portion of the Trust Account with respect to their SPAC Public Shares must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Public shareholders who wish to exercise their redemption rights for a pro rata portion of the Trust Account with respect to their SPAC Public Shares must, among other things, as more fully described in the subsection entitled “Extraordinary General Meeting — Redemption Rights,” tender their certificates to SPAC’s transfer agent or deliver their shares to the transfer agent electronically through DTC prior to 5:00 p.m., Eastern time, on                 , 2021. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and SPAC’s transfer agent will need to act to facilitate this request. It is SPAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because SPAC does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to exercise their redemption rights may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to exercise their redemption rights.

In addition, holders of outstanding SPAC Units must separate the underlying SPAC Public Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the SPAC Public Shares. If you hold SPAC Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into SPAC Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit the mailing of the SPAC Public Share certificates or electronic delivery of the SPAC Public Shares back to you so that you may then exercise your redemption rights with respect to the SPAC Public Shares following the separation of such SPAC Public Shares from the SPAC Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your SPAC Units, you must instruct such nominee to separate your SPAC Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of SPAC Units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant SPAC Units and a deposit of the corresponding number of SPAC Public Shares and SPAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the SPAC Public Shares following the separation of such SPAC Public Shares from the SPAC Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your SPAC Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

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If a SPAC Public Shareholder fails to receive notice of SPAC’s offer to redeem its SPAC Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, it may not exercise its redemption rights.

SPAC will be required to comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite SPAC’s compliance with these rules, if a SPAC Public Shareholder fails to receive SPAC’s proxy materials, such shareholder may not become aware of the opportunity to redeem its SPAC Public Shares. In addition, the proxy materials that SPAC will furnish to holders of its SPAC Public Shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly exercise redemption rights. In the event that a shareholder fails to comply with these or any other procedures, it may not exercise its redemption rights.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 20% of the SPAC Class A Ordinary Shares issued in the SPAC IPO, you (or, if a member of such a group, such group) will lose the ability to exercise your (or its) redemption rights with respect to all such shares in excess of 20% of the total SPAC Class A Ordinary Shares in the SPAC IPO.

A shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will lose the ability to exercise its redemption rights with respect to all of its or, if part of such a group, the group’s shares, in excess of 20% of the SPAC Class A Ordinary Shares included in the units sold in the SPAC IPO. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, SPAC will require each shareholder seeking to exercise redemption rights to certify to SPAC whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to share ownership available to SPAC at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which SPAC makes the above-referenced determination. Your inability to exercise your redemption rights with respect to any such excess shares will reduce your influence over SPAC’s ability to consummate the Business Combination. Additionally, you will not receive redemption distributions with respect to the Holdings Common Shares A related to such excess shares if SPAC consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 20% of the shares sold in the SPAC IPO and, in order to dispose of such excess shares, would be required to sell your Holdings Common Shares A in open market transactions, potentially at a loss. There is no assurance that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Holdings Common Shares A will exceed the per-share redemption price. Notwithstanding the foregoing, (a) shareholders may challenge SPAC’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction, and (b) SPAC shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

If SPAC is unable to consummate the Business Combination or any other Initial Business Combination within the Combination Period, the SPAC Public Shareholders may be forced to wait beyond such date before redemption from the Trust Account.

If SPAC is unable to consummate the Business Combination or any other Initial Business Combination within the Combination Period, SPAC will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the SPAC Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to SPAC to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding SPAC Public Shares, which redemption will completely extinguish SPAC Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the

 

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approval of SPAC’s remaining shareholders and the SPAC Board, liquidate and dissolve, subject in each case of (b) and (c) above to SPAC’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Whether a redemption of Holdings Common Shares A will be treated as a sale of such Holdings Common Shares A for U.S. federal income tax purposes will depend on a U.S. Holder’s specific facts. Additionally, Holdings may be a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders who exercise their redemption right.

The U.S. federal income tax treatment of a redemption of Holdings Common Shares A will depend on whether the redemption qualifies as a sale of such Holdings Common Shares A under Section 302(a) of the Code, which will depend largely on the total number of Holdings Common Shares A treated as held by the U.S. Holder electing to redeem its Holdings Common Shares A (including any shares constructively owned by the U.S. Holder as a result of owning Holdings Warrants or otherwise) relative to all of the shares of Holdings Common Shares A outstanding both before and after the redemption. If such redemption is not treated as a sale of Holdings Common Shares A for U.S. federal income tax purposes, the redemption will instead be treated as a distribution of cash from Holdings. For more information about the U.S. federal income tax treatment of the redemption of Holdings Common Shares A for U.S. Holders, please see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—Redemption of Holdings Common Shares A” below.

SPAC believes it had no gross income and no passive assets in, and did not meet the PFIC income or asset tests with respect to, the 2020 Tax Year. However, SPAC (or, after the SPAC Merger, Holdings) may be considered to be a PFIC for the current taxable year ending December 31, 2021. If SPAC (or, after the SPAC Merger, Holdings) is treated as a PFIC at any time while a U.S. Holder holds SPAC Class A Ordinary Shares (or, after the SPAC Merger, Holdings Common Shares A), the U.S. Holder may be subject to adverse U.S. federal income tax consequences upon the redemption of Holdings Common Shares A and may be subject to additional reporting requirements. Please see the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Rules” for a more detailed discussion with respect to the PFIC status of Holdings and SPAC and the resulting tax consequences to U.S. Holders.

Because the SPAC Merger will occur prior to the redemption of stock from U.S. Holders that exercise their redemption rights, such U.S. Holders will be subject to the potential tax consequences of the SPAC Merger. The tax considerations for U.S. Holders with respect to the SPAC Merger are discussed more fully in the section entitled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders—The SPAC Merger”.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement/prospectus constitute forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include all matters that are not historical facts, and generally relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions. Forward-looking statements reflect SPAC’s, Swvl’s or Holdings’ current views, as applicable, with respect to, among other things, the proposed Business Combination, the parties’ ability to consummate the Business Combination, the benefits of the Business Combination, the parties’ respective capital resources, results of operation, financial condition, liquidity, prospects, growth and strategies, future market conditions, economic performance, developments in the capital and credit markets and the operations of Holdings following the Closing. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement/prospectus reflect SPAC’s, Swvl’s or Holdings’ current views, as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results, levels of activity, performance, or achievements to differ significantly from those expressed in any forward-looking statement. None of SPAC, Swvl or Holdings guarantees that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

   

the occurrence of any event, change or other circumstances that could delay the Transactions or give rise to the termination of the Business Combination Agreement;

 

   

the possibility of any legal proceedings or enforcement actions that have been or may be instituted against SPAC, Swvl or Holdings following announcement of the Business Combination and which may delay or prevent the completion of the Transactions;

 

   

the inability to complete the Transactions due to the failure to obtain approval of the shareholders of SPAC or to satisfy the closing conditions required to complete the Transactions;

 

   

the ability to obtain or maintain the listing of Holdings Common Shares A on Nasdaq following completion of the Transactions;

 

   

the risk that Holdings may not be able to consummate the PIPE Financing and obtain sufficient funds to consummate the Transactions;

 

   

the risk that the announcement and consummation of the proposed transactions disrupt current plans and operations of Swvl or SPAC;

 

   

the parties’ ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Holdings to grow and manage growth profitably following the Business Combination;

 

   

SPAC’s and Swvl’s incurrence of substantial transaction costs related to the Business Combination;

 

   

Holdings’ success in attracting and retaining riders and qualified drivers or changes in its officers, key employees or directors following the Business Combination;

 

   

the possibility of third-party claims against the Trust Account;

 

   

the risk of reputational challenges based on the behavior of drivers using Swvl’s platform or performance of its operations, including safety, reliability and quality of its services;

 

   

changes in applicable laws or regulations;

 

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the possibility that COVID-19 may hinder the parties’ ability to consummate the Business Combination;

 

   

the possibility that COVID-19 may adversely affect the results of operations, financial position, and cash flows of SPAC, Swvl, or Holdings;

 

   

technological changes, particularly across the SaaS/TaaS vertical;