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United States securities and exchange commission logo
January 21, 2022
Victoria Grace
Chief Executive Officer
Pivotal Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre
Dubai, United Arab Emirates
Re: Pivotal Holdings
Corp
Amendment No. 3 to
Registration
Statement on Form F-4
Filed December 23,
2021
File No. 333-259800
Dear Ms. Grace:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 15, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-4
Q: What is the PIPE Financing?, page iii
1. Please briefly describe
the "social and environmental policies and practices, certain
corporate governance
and compliance matters and use of proceeds" conditions to the
additional PIPE
Financing with EBRD. As a related matter, we note your disclosure that
"EBRD will be permitted
to terminate its Additional PIPE Subscription Agreement if the
Board of Governors of
EBRD determines that access by Egypt to EBRD's resources
should be suspended or
otherwise modified." Please clarify the significance of Egypt's
access to EBRD's
resources as it relates to ERBD's ability to participate in the PIPE
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
January 21,NamePivotal
2022 Holdings Corp
January
Page 2 21, 2022 Page 2
FirstName LastName
financing.
2. We note your disclosure that "under the terms of one of the other
Additional PIPE
Subscription Agreements, representing an aggregate purchase price of
$2.0 million, the
applicable Additional PIPE Investor is entitled to satisfy its
obligations to purchase
Holdings Common Shares A by purchasing SPAC Class A Ordinary Shares in
open market transactions or private purchases and agreeing not to
exercise redemption
rights with respect to such [securities]." Please identify the PIPE
Investor.
3. We note your disclosure that "it is possible that the closing of the
sale of Holdings
Common Shares A under EBRD's PIPE Subscription Agreement does not
occur until after
the Closing or at all," and that "[t]he purpose of the PIPE Financing
is to raise additional
capital for use by the post-combination company following the
Closing." Please revise
your risk factor section to discuss the potential risks to your
post-combination company if
you are unable to close this PIPE transaction.
Forward Purchase Agreement, page 8
4. We note your response to comment 7, including your discussion of the
transactions related
to the Forward Purchase Agreement. We are not persuaded by your
response. In this
regard, it appears that the Forward Counterparty is a "covered person"
pursuant to Rule
14e-5(c)(3)(iv), and the arrangement to buy securities pursuant to the
Forward Purchase
Agreement has occurred during the offering period. Therefore, it
appears that this
transaction does not comply with Rule 14e-5. Please advise.
5. Please amend your disclosure to provide additional detail regarding
the Forward Purchase
Agreement. In your amended disclosure, please address the following
issues:
Please identify the Forward Counterparty, and disclose whether
and to what extent
the Forward Counterparty has additional interests in the business
combination.
Please amend your disclosure to clearly describe the benefits the
Forward
Counterparty will receive under the Forward Purchase Agreement.
Please clearly and prominently disclose the benefits to the
Sponsor and its affiliates
of executing the Forward Purchase Agreement, including whether
and to what extent
these agreements ensure that the business combination will be
approved, that there is
a sufficient amount of cash in the SPAC's trust account, and/or
that the benefits to the
Sponsor if the agreement ensures completion of the business
combination.
Please amend your "Questions and Answers" disclosure to discuss
the material terms
of the Forward Purchase Agreement, including the Prepayment
Amount, that the
company will reimburse the Forward Counterparty up to 50% of the
fees it will pay
to buy shares in the market, and any other costs to the company
of these
arrangements. In your discussion, please address that this
arrangement will result in
another cost particular to the de-SPAC process that would not be
anticipated in a
Victoria Grace
Pivotal Holdings Corp
January 21, 2022
Page 3
traditional IPO. As a related matter, please disclose in your
Questions and Answers
the risks to your financial condition and the value of your
shares if you are required
to reimburse the Forward Counterparty for any expenses, and as a
result of paying the
Prepayment Amount.
Please amend your Questions and Answers Section to disclose
whether the Forward
Counterparty has agreed to vote in favor of the business
combination pursuant to the
Forward Purchase Agreement, and quantify the minimum and maximum
percentages
of shares that would be voted in favor of the business
combination pursuant to the
Forward Purchase Agreement, as applicable. Please also disclose
whether the
business combination can be approved without the Forward Purchase
Agreement.
Make conforming changes to your risk factor disclosure, where
appropriate.
Please provide an estimate of the maximum Prepayment Amount.
Background of the Business Combination, page 109
6. Please amend your "Background of the Business Combination" discussion
to include a
discussion of the additional PIPE financings and the Forward Purchase
Agreement,
including the positions of each party and negotiations related to the
terms of these
agreements.
Potential Purchases of SPAC Public Shares, page 139
7. We note your disclosure that "Sponsor, SPAC s directors, officers or
advisors or any of
their respective affiliates may privately negotiate and enter into
transactions with owners
of SPAC Public Shares and others to provide them with incentives to
not redeem their
shares, acquire public shares or vote their public shares in favor of
the Business
Combination Proposal." Please confirm that you will disclose prior to
your meeting
date the number of shares that would have been redeemed but will not
be redeemed
pursuant to the relevant arrangements or incentives. Please also
confirm that you will
disclose any arrangements with shareholders to purchase shares,
including a detailed
description of the terms of these arrangements, including the material
terms of share
acquisitions, whether the company will be obligated to buy back shares
in any way, and
the costs to the company of incentivizing these share purchases.
Group Structure, page 212
FirstName LastNameVictoria Grace
8. Please file the interim management agreement with the Jordanian national
persons holding
Comapany NamePivotal
equity Holdings
in Swvl Jordan as an Corp
exhibit to your registration statement, or
tell us why you
Januarybelieve youPage
21, 2022 are not
3 required to do so.
FirstName LastName
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
January 21,NamePivotal
2022 Holdings Corp
January
Page 4 21, 2022 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SWVL
Recent Developments, page 217
9. Please revise your registration statement to provide context for the
preliminary revenue
for the three months ended September 30, 2201, including qualitative
and quantitative
disclosure, by providing estimates for other financial statement line
items during the same
period, such as costs and expenses, that would balance your
disclosure. In this regard, a
single financial measure may be considered an incomplete picture of
your results of
operations or financial condition. As a related matter, please expand
your narrative
disclosure to provide additional context for the preliminary financial
information and
metric, Total Bookings, included in this section. Your discussion
should address whether
trends evidenced in the preliminary financial results are consistent
with the trends
discussed in Management's Discussion and Analysis of Financial
Condition and Results of
Operations.
Key Business and Non-IFRS Measures, page 231
10. We note your response to prior comment 13. Please provide further
information with
respect to the information used to calculate your measure of cost per
seat.
Please explain how you calculate captain costs, which you
describe as amounts paid
to drivers for operating your routes on your platform, and
compare it to the amount
you recognize as a cost to transport your riders in accordance
with IFRS as issued by
the IASB.
We note that your measure of captain costs excludes captain
bonuses and deductions,
incentive payments and tolls and fines. Please tell us the amount
of these costs and
why they have been excluded from your measure.
Please tell us in detail how and where captain costs and total
number of seats is
captured and supported in your internal systems and
communications with your
drivers.
Please tell us the difference between total number of seats and
the total number of
rides booked by riders used to determine total bookings.
11. We note your response to prior comment 14. We note that you disclose
Total Bookings
and Total Ticket Fares and indicate that these are key business or
operating measures that
you use to evaluate your business, identify trends affecting your
business, formulate plans
and make strategic decisions. Please tell us in detail how and where
this information is
captured in your internal systems and whether or not these amounts are
readily visible to
your customer, which you have identified as the rider.
Victoria Grace
Pivotal Holdings Corp
January 21, 2022
Page 5
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
SPAC, page 256
12. Please update your Liquidity and Results of Operations disclosures to
include the
September 30, 2021 period.
Executive Compensation, page 262
13. Please update your disclosure to include Swvl's executive compensation
for its most
recently completed fiscal year. See Item 6.B. of Form 20-F.
Beneficial Ownership of Securities, page 289
14. We note your response to comment 16. Please amend your filing to
include the substance
of your response as disclosure.
You may contact Scott Stringer at (202) 551-3272 or Angela Lumley at
(202) 551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Jennifer Lopez-Molina at (202)
551-3792 with
any other questions.
FirstName LastNameVictoria Grace Sincerely,
Comapany NamePivotal Holdings Corp
Division of
Corporation Finance
January 21, 2022 Page 5 Office of Trade &
Services
FirstName LastName