DUBAI, Aug. 26, 2021 /PRNewswire/ -- Swvl Inc.
("Swvl" or the "Company"), a Dubai-based provider of transformative mass
transit and shared mobility solutions, today announced that several
investors, including Agility and Chimera Abu Dhabi, have completed
the pre-funding of $35.5 million of
the aggregate PIPE subscription raised in connection with the
Company's proposed business combination with Queens Gambit Growth
Capital (NASDAQ: GMBT).
Swvl is executing a comprehensive growth strategy with the goal
of realizing approximately $1bn of
annual gross revenue and expansion to more than 30 cities in more
than 20 countries by 2025. The proceeds raised through the
pre-funding transaction are expected to accelerate those expansion
efforts and to further Swvl's investment in its proprietary
technology platform.
Mostafa Kandil, Swvl Founder and
CEO, said, "We greatly appreciate that many highly regarded global
investors have clear confidence in our growth strategy. With this
immediate infusion of growth capital, we are even better positioned
to bring our transformative daily commuting, inter-city retail
travel and TaaS offerings to new markets. Each and every day we are
advancing our mission to reinvent the $1
trillion mass transit industry with tech-enabled
solutions."
Tarek Sultan, Vice Chairman of
Agility, added, "We have already witnessed the disruptive power of
Swvl's parallel mass transit platform in many of our largest
markets. After getting to know their team better over the past few
months, we have full confidence in their ability to solve complex
mobility challenges. We are excited to accelerate Swvl's global
expansion with this funding, and look forward to exploring
compelling opportunities for strategic and operational
collaboration moving forward."
In accordance with the executed subscription agreements, the
investors that pre-funded the PIPE have purchased exchangeable
notes of Swvl. At the closing of Swvl's business combination with
Queen's Gambit Growth Capital, each exchangeable note will be
automatically exchanged for shares of the combined company at an
exchange price of US$8.50 per share.
Upon the issuance of the exchangeable notes, the amount of each
note investor's subscription in the PIPE was reduced by the
purchase price of such investor's exchangeable note.
Youssef Salem, Swvl CFO, said,
"This pre-funding creates significant value for all Swvl's
shareholders as Swvl deploys this capital into strategic and
accretive expansions with high return on capital and upside to
Swvl's current business plan."
Swvl recently announced that it has entered into a definitive
agreement to acquire a controlling interest in Shotl, a
Barcelona-based mass transit
platform that partners with municipalities and corporations to
provide on-demand bus and van services across Europe, APAC, and LATAM. The acquisition will
facilitate Swvl's entry into Europe more than one year ahead of schedule.
Further, Swvl intends to utilize the pre-funded PIPE proceeds to
expedite the availability of its transformative mass transit
solutions in other emerging market cities across Africa, Asia
and the Middle East.
About Swvl
Swvl is a global tech startup based in Dubai that provides a semi-private alternative
to public transportation for individuals who cannot afford or
access private options. The Company has built a parallel mass
transit system offering intercity, intracity, B2B and B2G
transportation in 10 megacities across Africa, Asia,
and the Middle East. Swvl's
tech-enabled offerings make mobility safer, more efficient and
environmentally friendly, while still ensuring that it is
accessible and affordable for everyone. Customers can book their
rides on an easy-to-use app with varied payment options and access
high-quality private buses and vans that operate according to fixed
routes, stations, times, and prices.
Swvl was co-founded by Mostafa
Kandil, who began his career at Rocket Internet, where he
launched the car sales platform Carmudi in the Philippines, which became the largest car
classifieds company 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. He supported the
platform's expansion into multiple new markets. Careem is now a
subsidiary of Uber, based in Dubai, with operations across 100 cities and
15 countries.
For additional information about Swvl, please visit
www.swvl.com.
Additional Information
In connection with the business combination, Pivotal Holdings
Corp ("Holdings") intends to file with the U.S. Securities and
Exchange Commission (the "SEC") a registration statement on Form
F-4, which will include a preliminary prospectus and preliminary
proxy statement and, after the registration statement is declared
effective, Queen's Gambit Growth Capital ("Queen's Gambit") will
mail a definitive proxy statement/prospectus and other relevant
documents relating to the business combination to its shareholders.
This communication is not a substitute for the registration
statement, the definitive proxy statement/prospectus or any other
document that Queen's Gambit will send to its shareholders in
connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN
AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION
AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and
security holders will be able to obtain copies of these documents
(if and when available) and other documents filed with the SEC free
of charge at www.sec.gov. The definitive proxy statement/final
prospectus (if and when available) will be mailed to shareholders
of Queen's Gambit as of a record date to be established for voting
on the business combination. Shareholders of Queen's Gambit will
also be able to obtain copies of the proxy statement/prospectus
without charge, once available, at the SEC's website at
www.sec.gov, or by directing a request to: Queen's Gambit Growth
Capital, 55 Hudson Yards, 44th Floor, New
York, New York, 10001.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook" and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to,
statements regarding future events, the proposed business
combination between Swvl and Queen's Gambit, the estimated or
anticipated future results and benefits of the combined company
following the business combination, including the likelihood and
ability of the parties to successfully consummate the business
combination, future opportunities for the combined company and
other statements that are not historical facts.
These statements are based on the current expectations of Swvl
and/or Queen's Gambit's management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Swvl and Queen's
Gambit. These statements are subject to a number of risks and
uncertainties regarding Swvl's business and the business
combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions, including but not
limited to the economic and operational disruptions and other
effects of the COVID-19 pandemic; the inability of the parties to
consummate the business combination or the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; the number of
redemption requests made by Queen's Gambit's shareholders in
connection with the business combination; the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination; the risk that the
approval of the shareholders of Swvl or Queen's Gambit for the
potential transaction is not obtained; failure to realize the
anticipated benefits of the business combination, including as a
result of a delay in consummating the potential transaction or
additional information that may later arise in connection with
preparation of the registration statement on Form F-4 and proxy
materials, or after the consummation of the business combination as
a result of the limited time SPAC had to conduct due diligence; the
risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; the ability of the combined company to
execute its growth strategy, manage growth profitably and retain
its key employees; competition with other companies in the mobility
industry; Swvl's limited operating history and lack of experience
as a public company; the lack of, or recent implementation of,
certain policies and procedures to ensure compliance with
applicable laws and regulations, including with respect to
anti-bribery, anti-corruption, and cyber protection; the risk that
Swvl is not able to execute its growth plan, which depends on
rapid, international expansion; the risk that Swvl is unable to
attract and retain consumers and qualified drivers and other high
quality personnel; the risk that Swvl is unable to protect and
enforce its intellectual property rights; the risk that Swvl is
unable to determine rider demand to develop new offerings on its
platform; the difficulty of obtaining required registrations,
licenses, permits or approvals in jurisdictions in which Swvl
currently operates or may in the future operate; the fact that Swvl
currently operates in and intends to expand into jurisdictions that
are, or have been, characterized by political instability, may have
inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect
foreign investment or involvement; the risk that Swvl's drivers
could be classified as employees, workers or quasi-employees in the
jurisdictions they operate; the fact that Swvl has operations in
countries known to experience high levels of corruption and is
subject to territorial anti-corruption laws in these jurisdictions;
the ability of Holdings to obtain or maintain the listing of its
securities on a U.S. national securities exchange following the
business combination; costs related to the business combination;
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.
Participants in the Solicitation
Holdings, Swvl, Queen's Gambit and their respective directors,
executive officers, other members of management, and employees,
under SEC rules, may be deemed participants in the solicitation of
proxies of Queen's Gambit's shareholders in connection with the
business combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the
business combination of the directors and officers of Holdings,
Swvl and Queen's Gambit in the registration statement on Form F-4
to be filed with the SEC by Holdings, which will include the proxy
statement of Queen's Gambit for the business combination.
Information about Queen's Gambit's directors and executive officers
is also available in Queen's Gambit's Annual Form 10-K for the
fiscal year ended December 31, 2020
and other relevant materials filed with the SEC.
No Offer or Solicitation
This news release is for informational purposes only and is not
a "solicitation" as defined in Section 14 of the Securities
Exchange Act of 1934, as amended. This news release is neither an
offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote
in any jurisdiction pursuant to the business combination or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Media Contact
Daniel Yunger
Kekst CNC
kekst-swvl@kekstcnc.com
917-574-8582
Investor Contact
Youssef Salem
Swvl CFO
investor.relations@swvl.com
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SOURCE Swvl Inc.