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 March 30, 2022, 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.

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 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”).

“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;

“Additional EBRD Condition” are to a closing condition of the Additional PIPE Subscription Agreement with EBRD, that Holdings and EBRD first enter into an investment framework agreement, pursuant to which Holdings will agree to comply with certain institutional requirements of EBRD, including social and environmental policies and practices, certain corporate governance and compliance matters and use of proceeds.

“Additional PIPE Investors” are to the investors in the PIPE Financing that are party to the Additional PIPE Subscription Agreements;

“Additional PIPE Subscription Agreements” are to the subscription agreements entered into by SPAC and Holdings as part of the PIPE Financing since November 15, 2021;

“Additional Swvl Exchangeable Notes” are to the $31.0 million of exchangeable notes of Swvl issued to certain investors since November 15, 2021;

“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 PIPE Subscription Agreements, the Registration Rights Agreement, the SPAC Shareholder Support Agreements, 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;

“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” are to “business to business”;

“B2C” are to “business to consumer”;

“BCA Amendments” are to the First BCA Amendment and the Second BCA Amendment;

“bookings” are to seats that have been reserved by riders on a ride;

“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, as amended by the BCA Amendments and as otherwise modified or supplemented from time to time;

“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;

“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;

“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;

“EBRD” are to the European Bank for Reconstruction and Development, an Additional PIPE Investor;

“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;

“First BCA Amendment” are to that certain First Amendment to the Business Combination Agreement, dated as of January 31, 2022, by and among Swvl, SPAC, Holdings, Cayman Merger Sub and BVI Merger Sub;

“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;

“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 (i) Mostafa Kandil, Mahmoud Nouh and Ahmed Sabbah, the three co-founders of Swvl, (ii) each existing investor in Swvl that held more than 3.5% of the Swvl Outstanding Shares (determined as of the date of the Business Combination Agreement) and (iii) certain affiliates of Agility and Luxor.

“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 as soon as possible following 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 PIPE Financing” are to the private offering of securities of Holdings to the Initial PIPE Investors pursuant to the Initial PIPE Subscription Agreements in connection with the Company Merger.

“Initial PIPE Investors” are to the investors in the PIPE Financing that are party to the Initial PIPE Subscription Agreements;

“Initial PIPE Subscription Agreements” are to the subscription agreements entered into by SPAC, Holdings and, in some cases, Swvl as part of the PIPE Financing, concurrently with the execution of the Business Combination Agreement;

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

“Initial Swvl Exchangeable Notes” are to the $35.5 million of exchangeable notes of Swvl issued to certain of the Initial PIPE Investors on August 25, 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;

“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;

“LTRC” are to the Land Transport Regulatory Commission of Jordan;

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

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

“Minimum Cash Condition” are to the condition of the BCA that SPAC have cash on hand, after distribution of the Trust Account and deducting all amounts to be paid pursuant to the exercise of

redemption rights, of at least $185,000,000 without taking into account transaction fees and expenses or cash on hand at Swvl.

“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 May 31, 2022;

“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 and the Swvl Exchangeable Notes in connection with the Company Merger;

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

“PIPE Investors” are to the Initial PIPE Investors, the Additional PIPE Investors and the holders of the Swvl Exchangeable Notes;

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

“PIPE Subscription Agreements” are to the Initial PIPE Subscription Agreements and the Additional PIPE Subscription Agreements;

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

“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;

“riders” are to persons filling seats on rides;

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

“seats” are to physical spaces on rides that can be booked by riders;

“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;

“Second BCA Amendment” are to that certain Second Amendment to the Business Combination Agreement, dated as of March 3, 2022, by and among Swvl, SPAC, Holdings, Cayman Merger Sub and BVI Merger Sub;

“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;

“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;

“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;

“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 the Initial Swvl Exchangeable Notes and the Additional Swvl Exchangeable Notes;

“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 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 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.

Why am I receiving this proxy statement/prospectus?

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.

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

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, the adoption of the Holdings A&R Articles, and the Business Combination Agreement.

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.

Are the Proposals conditioned on one another?

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.

What will happen in the Business Combination?

Why is SPAC proposing the Business Combination?

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.

What conditions must be satisfied to complete the Business Combination?

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, please see the subsection entitled “The Business Combination—Conditions to Consummation of the Business Combination Agreement.”

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

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

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

the Class II directors will be Lone Fønss Schrøder, Bjorn von Sivers and W. Steve Albrecht 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 Dany Farha and their terms will expire at the annual general meeting of shareholders to be held in 2024.

What is the PIPE Financing?

Concurrently with the execution of the Business Combination Agreement, SPAC, Holdings and, in some cases, Swvl entered into the Initial PIPE Subscription Agreements with the Initial PIPE Investors, pursuant to which the Initial PIPE Investors agreed to purchase, and Holdings agreed to sell to the Initial 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.

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?

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.

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 64% 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 13,160,633 Holdings Common Shares A, or approximately 8% 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.

the Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 80% 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 13,160,633 Holdings Common Shares A, or approximately 10% 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 Swvl Shareholders will own 101,591,814 Holdings Common Shares A, or approximately 58% of the outstanding Holdings Common Shares A;

the SPAC Public Shareholders will own 46,000,000 Holdings Common Shares A, or approximately 26% of the outstanding Holdings Common Shares A;

the PIPE Investors will own 13,160,633 Holdings Common Shares A, or approximately 8% 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 Swvl Shareholders will own 116,591,814 Holdings Common Shares A, or approximately 67% 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 13,160,633 Holdings Common Shares A, or approximately 8% 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.

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

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.

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

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”, the SPAC Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”) and 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”) will 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”.

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

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.

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

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 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.

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?

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 March 10, 2022, the SPAC Units, SPAC Class A Ordinary Shares and SPAC Public Warrants closed at $10.03, $9.93 and $0.37, respectively.

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

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.

How do the SPAC Public Warrants differ from the SPAC Private Placement Warrants, and what are the related risks for any SPAC public warrantholders post-Business Combination?

The SPAC Private Placement Warrants (including the SPAC Class A Ordinary Shares issuable upon exercise of the SPAC Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the Initial Business Combination (except, among other limited exceptions, to SPAC’s officers and directors and other persons or entities affiliated with the Sponsor), and they will not be redeemable (except as described under “Description of Holdings Securities—Holdings Warrants”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the SPAC Private Placement Warrants for cash or on a “cashless” basis. Otherwise, the SPAC Private Placement Warrants have terms and provisions that are identical to those of the SPAC Public Warrants, including as to exercise price, exercisability and exercise period. If the SPAC Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the SPAC Private Placement Warrants will be redeemable by SPAC (or Holdings after the consummation of the Business Combination) in all redemption scenarios and exercisable by the holders on the same basis as the SPAC Public Warrants.

Holdings will have the ability to redeem outstanding Holdings Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Holdings Common Shares A 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 the 30 trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and provided certain other conditions are met.

Holdings will also have the ability to redeem outstanding Holdings Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the last sale price of Holdings Common Shares A equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which notice of the redemption is given; provided that during the 30-day period following notice of the redemption, holders of the Holdings Warrants will be entitled to exercise such warrants on a “cashless basis” and to receive a number of Holdings Common Shares A determined by reference to a make-whole table in the Warrant Agreement based on the redemption date and “fair market value” (as defined in the Warrant Agreement). Historical trading prices for the SPAC Class A Ordinary Shares have not exceeded the $10.00 per share threshold at which the SPAC Public Warrants would become redeemable. Please see the subsection entitled “Description of Holdings Securities—Holdings Warrants”. The value received upon exercise of the Holdings Warrants (1) may be less than the value the holders would have received if they had exercised their Holdings Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Holdings Warrants, including because the number of shares received is capped at 0.361 Holdings Common Shares A per whole warrant (subject to adjustment) irrespective of the remaining life of the Holdings Warrants.

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

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

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

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 March 9, 2022, 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.

What constitutes a quorum at the SPAC Shareholders’ Meeting?

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.

How will the Sponsor vote?

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.”

What interests do the current officers and directors of SPAC have 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 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. Please 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 $69,019,786 based on the Trust Account balance as of March 10, 2022;

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 $85,646,250, based on the closing price of the SPAC Class A Ordinary Shares of $9.93 per share on March 9, 2022, the record date for the SPAC Shareholders’ Meeting;

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 which, if unrestricted and freely tradable, would be valued at approximately $2,373,333, based on the closing price of the SPAC Warrants of $0.40 per warrant on March 9, 2022, the record date for the SPAC Shareholders’ Meeting 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 Fønss Schrøder, 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 Fønss Schrøder also serves as Chief Executive Officer of Concordium AG, an affiliate of the Concordium Foundation, a PIPE Investor. Ms. Fønss Schrøder has no direct or indirect pecuniary interest in the Concordium Foundation;

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, both of which will continue for a period of at least six years from the Closing pursuant to the terms of the Business Combination Agreement;

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 $0 as of March 10, 2022;

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.

What happens if I vote against the Business Combination Proposals?

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.

Do I have 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. 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”).

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

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.

How do I exercise my redemption rights?

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 March 29, 2022 (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:

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

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 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 subsections 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.

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

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

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

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. Please see the sections entitled “Summary of the Proxy Statement/Prospectus—Appraisal Rights” and “The Business Combination—Appraisal Rights” for more information.

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

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.

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

There are certain circumstances under which the Business Combination Agreement may be terminated. Please 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 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.

When is the Business Combination expected to be consummated?

It is currently anticipated that the Business Combination will be consummated promptly following the SPAC Shareholders’ Meeting to be held on March 30, 2022, 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, please see the subsection entitled “The Business Combination—Conditions to Consummation of the Business Combination Agreement.”

What do I need to do now?

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.

How do I vote?

If you were a holder of record of SPAC Class A Ordinary Shares or SPAC Class B Ordinary Shares on March 9, 2022, 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.

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

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).

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

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.

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

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.

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

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.

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

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.

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

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.

Who can help answer my questions?

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:

Who will solicit and pay the cost of soliciting proxies?

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.

What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that will be issued as part of the PIPE Financing at the closing of the Business Combination? Will the Sponsor, SPAC’s directors, officers or their affiliates participate in the private placement?

The SPAC Units issued at the time of the IPO consisted of one SPAC Class A Ordinary Share and one-third of one SPAC Public Warrant, at an offering price of $10.00 per SPAC Unit. At the SPAC Merger Effective Time, each then-outstanding SPAC Class A Ordinary Shares will be extinguished and converted into the right to receive one Holdings Common Shares A and each then-outstanding fraction of or whole SPAC Warrant will be converted into a fraction or whole Holdings Warrant. The PIPE Investors will receive Holdings Common Shares A at a price of $10.00 per share as part of the PIPE Financing at the closing of the Business Combination. 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 (or, with respect to the $20.0 million Swvl Exchangeable Note issued to an Initial PIPE Investor affiliated with Agility on January 12, 2022 and the $1.0 million Swvl Exchangeable Note issued to R Capital, LLC on January 31, 2022, $9.10 per share). The PIPE Shares issued in the PIPE Financing will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the PIPE Subscription Agreements, Holdings agreed that, within 30 calendar days after the closing of the PIPE Financing, Holdings will use commercially reasonable efforts to 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. No Holdings Warrants will be issued in the PIPE Financing.