Average ticket fare of $1.68 for the fourth quarter and $1.70 for full-year 2021, an increase of 9%
year-over-year.
• $1.30 cost per available seat for the fourth quarter, which is equal to 76% of average ticket fare.
Select Early First Quarter 2022 Business Highlights
Swvl is seeing strong momentum early in the first quarter of 2022 with total ticket fares of $16.2 million
in the first two months of the year, outperforming projections by 14%.
Over the course of the fourth quarter of 2021 and early first quarter 2022, Swvl closed the acquisitions of
controlling interestsin Shotl Transportation, S.L., expanding Swvl’s platform into Europe, LatAm and APAC
with the addition of 22 cities across 10 countries, and Viapool Inc., a mass transit platform operating in
Argentina and Chile with more than 80 corporate clients.
Mostafa Kandil, Swvl Founder and CEO, said, “2021 was a very strong year for Swvl, and yet we have only
begun to truly capitalize on the global market opportunities that are uniquely before us. Our strong
growth in bookings, total ticket fares and total available seats demonstrates strong execution and
momentum across our business. We are confident that our investments and strong business plan
execution will continue to create compelling value for all stakeholders over the near and long term.”
Youssef Salem, Swvl CFO, said, “We are pleased to have beaten our estimates in the fourth quarter for a
second quarter in a row after beating estimates and raising guidance in the third quarter. We believe
outperforming projections in the first two months of 2022 positions us to beat estimates for the third
quarter in a row in the first quarter. We continue to scale our business and expand the Swvl platform to
attractive new geographies around the world and execute on numerous strategic partnerships, advances
in proprietary technology, new market launches and acquisitions. Our organic growth continues to
significantly outperform expectations, driven by strong demand for consumer services. Likewise, our
recent strategic acquisitions have already been accretive, and we continue to see a healthy pipeline.”
Queen’s Gambit Growth Capital (“Queen’s Gambit”) will hold an extraordinary general meeting of
shareholders(the “Shareholders’ Meeting”) to approve the proposed business combination with Swvl and
Pivotal Holdings Corp, a wholly owned subsidiary of Swvl (“Holdings”), and related matters on March 30,
2022 at 10:00 a.m. ET at the offices of Vinson & Elkins L.L.P. located at 1114 Avenue of the Americas, 32nd
Floor, New York, NY 10036 and virtually via a live webcast available at
https://www.cstproxy.com/queensgambitspac/2022. Shareholders of record as of March 9, 2022 are
entitled to vote at the Shareholders’ Meeting. Every shareholders’ vote is important, regardless of the
number of shares held. Accordingly, Queen’s Gambit requests that each shareholder complete, sign, date
and return a proxy card (online or by mail) as soon as possible so that their votes arrive no later than 11:59
p.m. ET on March 29, 2022, to ensure that the shareholder’s shares will be represented at the
Shareholders’ Meeting. Shareholders that hold shares in “street name” (i.e., those shareholders whose
shares are held of record by a broker, bank or other nominee) should contact their broker, bank or
nominee to provide instructions on how to vote their shares and ensure that their shares are voted.
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Queen’s Gambit has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy
statement (the “Proxy Statement”) relating to the Shareholders’ Meeting and has commenced mailing of
the Proxy Statement and voting instructions to shareholders of record.
If any individual Queen’s Gambit shareholder does not receive the Proxy Statement, such shareholder
should (i) confirm their Proxy Statement’s status with their broker or (ii) contact Morrow Sodali LLC,
Queen’s Gambit’s proxy solicitor, for assistance via e-mail at GMBT.info@investor.morrowsodali.com or
toll-free call at (800) 662-5200. Banks and brokers can place a collect call to Morrow Sodali at (203) 658-
9400, or contact Queen’s Gambit at 55 Hudson Yards, 44th Floor, New York, NY 10001.
The Queen’s Gambit Board of Directors unanimously recommends that shareholders vote “FOR” the SPAC
merger proposal, the Company merger proposal and the other proposals set forth in the Proxy Statement.
About Swvl
Swvl is a global provider of transformative tech-enabled mass transit solutions, offering intercity, intracity,
B2B and B2G transportation across 115 cities in 18 countries. The Company’s platform provides
complimentary semi-private alternatives to public transportation for individuals who cannot access or
afford private options. Every day, Swvl’s parallel mass transit systems are empowering individuals to go
where they want, when they want – making mobility safer, more efficient, accessible, and environmentally
friendly. Customers can book their rides on an easy-to-use proprietary app with varied payment options
and 24 / 7 access to high-quality private buses and vans.
Swvl was co-founded by Mostafa Kandil, who 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.
For additional information about Swvl, please visit www.swvl.com.
Additional Information and Where to Find It
This news release relates to a proposed transaction among Swvl, Holdings and Queen’s Gambit. This news
release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange,
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. In connection with the proposed transaction, Holdings filed a registration statement on Form
F-4 (File No. 333-259800) (as amended, the “Registration Statement”) with the SEC, which was declared
effective by the SEC on March 15, 2022, which includes a joint proxy statement/prospectus. Queen’s
Gambit and Holdings also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Queen’s Gambit are urged to read
the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed transaction as they become available
because they will contain important information about the proposed transaction.
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INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS, ALL AMENDMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and
security holders can obtain copies of these documents and other documents filed with the SEC free of
charge at www.sec.gov. The definitive proxy statement/final prospectus has been mailed to shareholders
of Queen’s Gambit as of March 9, 2022 for voting on the business combination. Shareholders of Queen’s
Gambit can also obtain copies of the proxy statement/prospectus without charge 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.
Participants in the Solicitation
Queen’s Gambit, Swvl and Holdings and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Queen’s Gambit’s shareholders in connection with
the proposed transaction. 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. 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. You may obtain a free copy of these
documents as described in the preceding paragraph.
Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements. Forwardlooking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding future events, the proposed business combination among Swvl, Holdings 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
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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 and proxy materials, or after
the consummation of the business combination as a result of the limited time Queen’s Gambit had to
conduct due diligence; the risk that the business combination disrupts current plans and operations as a
result of the 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; 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 anticorruption laws in these jurisdictions; the ability of Holdings to obtain or maintain the listing of its
securities on a U.S. national securities exchange following the business combination; costs related to the
business combination; Swvl’s acquisitions of controlling interests in Shotl and Viapool may not be
beneficial to Swvl as a result of the cost of integrating geographically disparate operations and the
diversion of management’s attention from its existing business, among other things; and other risks that
will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive.
There may be additional risks that Swvl presently does not know or that Swvl currently believes are
immaterial that could also cause actual results to differ from those contained in forward-looking
statements. In addition, forward-looking statements provide Swvl’s expectations, plans or forecasts of
future events and views as of the date of this communication. Swvl anticipates that subsequent events
and developments will cause Swvl’s assessments and projections to change. However, while Swvl may
elect to update these forward-looking statements in the future, Swvl specifically disclaims any obligation
to do so. These forward-looking statements should not be relied upon as representing Swvl’s assessments
as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
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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