QUEEN'S GAMBIT GROWTH CAPITAL ANNOUNCES SHAREHOLDER APPROVAL OF BUSINESS COMBINATION WITH SWVL
Queen's Gambit Growth Capital (NASDAQ: GMBT) announced shareholder approval for its business combination with Swvl Inc. during the extraordinary general meeting held on March 30, 2022. The merger is set to finalize on March 31, 2022, leading to a rebranding of the combined entity as Swvl Holdings Corp. Trading for its Class A shares will commence on NASDAQ under the symbol 'SWVL' on April 1, 2022. This marks a significant milestone as Queen's Gambit is the first SPAC led by women, focused on sustainable development and innovative solutions in mass transit.
- Shareholder approval confirms strong backing for the merger, indicating confidence in future prospects.
- The merger will enable Swvl to enhance its capital and growth strategies, expanding its transformative mass transit solutions globally.
- Swvl faces inherent risks associated with rapid international expansion and a limited operating history as a public company.
- Potential challenges in maintaining its NASDAQ listing post-merger could pose risks to shareholders.
NEW YORK, March 30, 2022 /PRNewswire/ -- Queen's Gambit Growth Capital ("Queen's Gambit") (NASDAQ: GMBT), the first special purpose acquisition company led by women, today announced that its shareholders voted to approve the previously announced business combination with Swvl Inc. ("Swvl" or the "Company"), and all other proposals presented at Queen's Gambit's extraordinary general meeting of shareholders (the "Shareholders' Meeting") on March 30, 2022.
Queen's Gambit plans to file the results of the Shareholders' Meeting, as tabulated by an independent inspector of elections, on a Form 8-K with the U.S. Securities and Exchange Commission (the "SEC") today.
Subject to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on March 31, 2022. Following closing, the combined company will change its name to "Swvl Holdings Corp." Swvl Holdings Corp's Class A ordinary shares and Swvl Holding Corp's warrants are expected to commence trading on NASDAQ under the ticker symbols "GMBT" and "GMBTW", respectively, for one day on March 31, 2022. The next day, on April 1, 2022, Swvl Holdings Corp's Class A ordinary shares and Swvl Holding Corp's warrants are expected to commence trading on NASDAQ under the ticker symbols "SWVL" and "SWVLW", respectively.
Queen's Gambit is a female-led special purpose acquisition company, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination. Led by Founder & Chief Executive Officer, Victoria Grace, Queen's Gambit has focused its search on identifying a target that is shaping the future of its sector by providing disruptive solutions that promote sustainable development, economic growth and prosperity.
Swvl is a global provider of transformative tech-enabled mass transit solutions, offering intercity, intracity, B2B and B2G transportation across more than 100 cities in over 20 countries. The Company's platform provides complimentary semi-private alternatives to public transportation for individuals who cannot access or afford private options. Every day, Swvl's parallel mass transit systems are empowering individuals to go where they want, when they want – making mobility safer, more efficient, accessible, and environmentally friendly. Customers can book their rides on an easy-to-use proprietary app with varied payment options and 24 / 7 access to high-quality private buses and vans.
Swvl was co-founded by Mostafa Kandil, who launched Carmudi in the Philippines, which became the largest car classifieds platform in the country in just six months. He then served as Rocket Internet's Head of Operations. In 2016, Kandil joined Careem, a ride-sharing company and the first unicorn in the Middle East, where he launched services in multiple new markets.
For additional information about Swvl, please visit www.swvl.com.
Certain statements made herein are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination among Swvl, Pivotal Holdings Corp ("Pivotal") and Queen's Gambit, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical facts.
These statements are based on the current expectations of Swvl and/or Queen's Gambit's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Swvl and Queen's Gambit. These statements are subject to a number of risks and uncertainties regarding Swvl's business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by Queen's Gambit's shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the consummation of the business combination; failure to realize the anticipated benefits of the business combination including as a result of a delay in consummating the potential transaction or after the consummation of the business combination; certain risks that may later arise as a result of the limited time Queen's Gambit had to conduct due diligence; the risk that the business combination disrupts current plans and operations as a result of the consummation of the business combination; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; competition with other companies in the mobility industry; Swvl's limited operating history and lack of experience as a public company; recent implementation of certain policies and procedures to ensure compliance with applicable laws and regulations, including with respect to anti-bribery, anti-corruption, and cyber protection; the risk that Swvl is not able to execute its growth plan, which depends on rapid, international expansion; the risk that Swvl is unable to attract and retain consumers and qualified drivers and other high quality personnel; the risk that Swvl is unable to protect and enforce its intellectual property rights; the risk that Swvl is unable to determine rider demand to develop new offerings on its platform; the difficulty of obtaining required registrations, licenses, permits or approvals in jurisdictions in which Swvl currently operates or may in the future operate; the fact that Swvl currently operates in and intends to expand into jurisdictions that are, or have been, characterized by political instability, may have inadequate or limited regulatory and legal frameworks and may have limited, if any, treaties or other arrangements in place to protect foreign investment or involvement; the risk that Swvl's drivers could be classified as employees, workers or quasi-employees in the jurisdictions they operate; the fact that Swvl has operations in countries known to experience high levels of corruption and is subject to territorial anti-corruption laws in these jurisdictions; the ability of Holdings to obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the business combination; Swvl's acquisitions of controlling interests in Shotl Transportation, S.L., Viapool Inc. and door2door GmbH may not be beneficial to Swvl as a result of the cost of integrating geographically disparate operations and the diversion of management's attention from its existing business, among other things; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Swvl presently does not know or that Swvl currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Swvl's expectations, plans or forecasts of future events and views as of the date of this communication. Swvl anticipates that subsequent events and developments will cause Swvl's assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Swvl's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Media Contact
Daniel Yunger
Kekst CNC
kekst-swvl@kekstcnc.com
917-574-8582
Investor Contact
Youssef Salem
Swvl CFO
Investor.relations@swvl.com
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SOURCE Swvl Inc.
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