UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 30, 2022

QUEEN’S GAMBIT GROWTH CAPITAL

(Exact name of registrant as specified in its charter)


Cayman Islands	001-39908	98-1571453
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

55 Hudson Yards, 44th Floor
55 Hudson Yards, 44th FloorNew York, NY		10001
New York, NY		10001
(Address of principal executive offices)		(Zip Code)

(917) 907-4618

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	GMBTU	Nasdaq Capital Market
Class A Ordinary Shares included as part of the units	GMBT	Nasdaq Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	GMBTW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

On March 30 31, 2022, Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (~~the~~ “~~Company~~SPAC”), ~~convened~~consummated anits ~~extraordinary~~previously ~~general~~announced ~~meeting~~business ofcombination ~~shareholders~~pursuant to that certain business combination agreement, dated July 28, 2021 (as amended and supplemented, the “~~Shareholders’~~Business ~~Meeting~~Combination Agreement”), by and among SPAC, Swvl Inc., Ata British Virgin Islands business company limited by shares incorporated under the ~~Shareholders’~~laws ~~Meeting,~~of the ~~Company’s~~British ~~shareholders~~Virgin ~~voted~~Islands on(“Swvl”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the ~~proposals~~laws ~~set~~of ~~forth~~the ~~below~~British Virgin Islands and wholly-owned subsidiary of Swvl (“Holdings”), ~~each~~Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly-owned subsidiary of ~~which~~Holdings is(“Cayman ~~described~~Merger inSub”), ~~greater~~and ~~detail~~Pivotal inMerger ~~the~~Sub ~~final~~Company ~~proxy~~II ~~statement~~Limited, ~~filed~~a British Virgin Islands business company limited by shares incorporated under the ~~Company~~laws ~~with~~of the ~~U.S.~~British ~~Securities~~Virgin Islands and ~~Exchange~~wholly-owned ~~Commission~~subsidiary onof ~~March 15~~SPAC (“BVI Merger Sub,” ~~2022~~and together with SPAC, Swvl, Holdings and Cayman Merger Sub, the “Parties”).

~~There~~On ~~were~~March 30, 432022,~~125~~ in accordance with the terms of the Business Combination Agreement,~~000~~ ~~ordinary~~SPAC ~~shares~~merged ~~issued~~with and ~~outstanding~~into atCayman Merger Sub (the ~~close~~“SPAC Merger”), with Cayman Merger Sub surviving the SPAC Merger (Cayman Merger Sub, in its capacity as the surviving company of ~~business~~the onSPAC ~~March 9~~Merger, ~~2022~~is sometimes referred to herein as, and from and after the ~~record~~SPAC ~~date~~Merger (shall mean, the “~~Record~~SPAC ~~Date~~Surviving Company”) ~~for~~and became the ~~Shareholders’~~sole ~~Meeting~~owner of all of the issued and outstanding shares of $1.00 Atpar value per share of BVI Merger Sub (each, a “BVI Merger Sub Common Share”) and concurrently with the ~~Shareholders’~~consummation ~~Meeting~~of the SPAC Merger, ~~there~~Holdings ~~were~~redeemed 32each Class A ordinary share,~~617~~ par value $0.0001,~~092~~ ~~shares~~of ~~present~~Holdings ~~either~~(each, bya ~~proxy~~“Holdings orCommon ~~online~~Share A”) and each Class B ordinary share, ~~representing~~par ~~approximately~~value 75$0.~~63%~~0001, of ~~the~~Holdings ~~total~~(each, a “Holdings Common Share B”) issued and outstanding ~~shares~~immediately ofprior to the ~~Company’s~~SPAC ~~ordinary~~Merger ~~shares~~for aspar ofvalue (the ~~Record~~“Holdings ~~Date~~Redemption”).

AOn ~~summary~~March 31, 2022, following the SPAC Merger, the SPAC Surviving Company distributed all of the ~~voting~~issued ~~results~~and ~~for~~outstanding ~~each~~BVI ~~proposal~~Merger Sub Common Shares to Holdings (the “BVI Merger Sub Distribution”) and following the BVI Merger Sub Distribution BVI Merger Sub merged with and into Swvl (the “Company Merger,” and together with the SPAC Merger, the “Mergers”), with Swvl surviving the Company Merger as a wholly-owned subsidiary of Holdings (Swvl, in its capacity as the surviving company of the Company Merger, is ~~set~~sometimes ~~forth~~referred ~~below~~to herein as, and from and after the Company Merger shall mean, the “Swvl Surviving Company”), thereby completing the closing of the transactions contemplated by the Business Combination Agreement (the “Proposed Transactions”).

~~Proposal~~Capitalized Noterms not otherwise defined have the meaning set forth in the Business Combination Agreement. The description of the Business Combination Agreement and Proposed Transactions (including, without limitation, the Mergers) in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference to the full text of the Business Combination Agreement, as well as the first and second amendment thereto, which are attached as Annexes A-1, A-2 and A-3, ~~The~~respectively, ~~SPAC~~to ~~Merger~~Holdings’ ~~Proposal~~Registration Statement on Form F-4 (File No. 333-259800) filed with the SEC on March 3, 2022 and incorporated herein by reference.

The merger of the Company with and into Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (as defined below) (“Cayman Merger Sub”), with Cayman Merger Sub surviving the merger (the “SPAC Merger”), at the date and time at which the SPAC Merger becomes effective (the “SPAC Merger Effective Time”) and the plan of merger in compliance with the Cayman Islands Companies Act (As Revised) (the “Cayman Plan of Merger”) and all other transactions contemplated by the Business Combination Agreement, dated as of July 28, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), 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”), Cayman Merger Sub and 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 wholly owned subsidiary of the Company (“BVI Merger Sub”), occurring in connection with the SPAC Merger prior to the date of the Company Merger (as defined below) (the “Closing Date”), including the adoption of the Amended and Restated Memorandum and Articles of Association of Holdings to be in effect at the SPAC Merger Effective Time and the appointments in respect of the board of directors of Holdings (the “Holdings Board”) following the SPAC Merger Effective Time, and the Business Combination Agreement were approved and adopted. The voting results were as follows:2

Votes For		Votes Against		Abstentions
31,963,658		549,943		103,491

Item 1.01. Entry into a Material Definitive Agreement

~~Proposal~~The ~~No. 2~~information set forth in the Introductory Note of this Current Report on Form 8-K ~~The~~is ~~Company~~incorporated ~~Merger~~herein ~~Proposal~~by reference.

~~The~~Upon ~~merger~~effectiveness of ~~BVI~~the SPAC Merger ~~Sub~~(the ~~with~~“SPAC ~~and~~Merger ~~into~~Effective ~~Swvl~~Time”), ~~with~~SPAC ~~Swvl~~entered ~~surviving~~into ~~the~~that ~~merger~~certain asAssignment, aAssumption ~~wholly~~and ~~owned~~Amendment ~~subsidiary~~Agreement ~~of Holdings~~ (the “~~Company~~Warrant ~~Merger~~Assumption Agreement”), onby ~~the~~and ~~Closing~~among ~~Date~~SPAC, ~~(which~~Holdings, ~~shall~~and beContinental atStock ~~least~~Transfer & ~~one~~Trust ~~business~~Company, ~~day~~a ~~after~~New ~~the~~York ~~date~~corporation of(“CST”). Pursuant to the ~~SPAC~~Warrant ~~Merger~~Assumption ~~Effective~~Agreement, ~~Time)~~Holdings atassumed ~~the~~all ~~date~~of ~~and~~SPAC’s ~~time~~rights atand ~~which~~obligations under the ~~Company~~Warrant ~~Merger~~Agreement, ~~becomes~~dated ~~effective~~January 19, ~~(the~~2021 ~~“Company~~by ~~Merger~~and ~~Effective~~between ~~Time”)~~SPAC and ~~to confirm~~CST, ~~ratify,~~ and ~~approve~~each inwarrant ~~all~~(a ~~respects~~“SPAC ~~all~~Warrant”) ~~other~~entitling ~~transactions~~the ~~contemplated~~holder bythereof ~~the~~to ~~Business~~purchase ~~Combination~~Class A ~~Agreement~~ordinary ~~occurring~~shares onof orSPAC, ~~after~~par ~~the~~value ~~Closing~~$0.0001 ~~Date,~~per ~~including~~share ~~the~~(“SPAC ~~appointment~~Class A ofOrdinary ~~the~~Shares”) ~~Holdings~~was ~~Board~~converted ~~following~~into ~~the~~a ~~Company~~warrant ~~Merger~~(a ~~Effective~~“Holdings ~~Time~~Warrant”) ~~and~~to ~~the~~acquire ~~adoption~~a number of ~~the~~Holdings ~~Second~~Common ~~Amended~~Shares ~~and~~A ~~Restated~~equal ~~Memorandum~~to ~~and~~the ~~Articles~~number of ~~Association~~SPAC ofClass A ~~Holdings~~Ordinary ~~(the~~Shares ~~“Holdings~~underlying ~~Public~~such ~~Company~~SPAC ~~Articles”)~~Warrant, subject to ~~be in effect at~~ the ~~Company~~same ~~Merger~~terms ~~Effective~~and ~~Time~~conditions as were ~~approved.~~applicable ~~The~~to ~~voting~~the ~~results~~SPAC ~~were as follows:~~Warrant.

Votes For		Votes Against		Abstentions
31,963,659		549,942		103,491

The description of the Warrant Assumption Agreement in this Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference to the full text of the Warrant Assumption Agreement, which is attached hereto as Exhibit 4.1.

~~Proposal No.~~Item 32.01. -Completion ~~The~~of ~~Advisory~~Acquisition ~~Organizational~~or ~~Documents~~Disposition ~~Proposals~~of Assets

The ~~shareholders~~information ~~approved,~~set onforth ~~a non-binding advisory basis, by ordinary resolution the following governance provisions~~ in the ~~Holdings~~Introductory ~~Public~~Note ~~Company~~and ~~Articles,~~Item ~~which~~1.01 ~~were~~of ~~presented~~this ~~separately~~Current inReport ~~accordance~~on ~~with~~Form ~~SEC~~8-K ~~guidance~~is toincorporated ~~give~~herein ~~shareholders~~by ~~the opportunity to present their separate views on important corporate governance provisions:~~reference.

~~Proposal~~At Nothe SPAC Merger Effective Time: (a) each ordinary share of Cayman Merger Sub, par value $1.00 per share outstanding as of immediately prior to the SPAC Merger Effective Time was automatically converted into one share of the SPAC Surviving Company, such shares constituting the only outstanding shares of the SPAC Surviving Company, (b) 3Aeach SPAC Class A Ordinary Share outstanding as of immediately prior to the SPAC Merger Effective Time was automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A, (c) each of SPAC’s Class B ordinary shares, par value $0.0001 per share outstanding as of immediately prior to the SPAC Merger Effective Time was automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B, (d) each fraction of or whole SPAC Warrant outstanding as of immediately prior to the SPAC Merger Effective Time was automatically assumed and converted into a fraction or whole Holdings Warrant, as the case may be, and (e) each SPAC unit sold in the IPO, comprised of one SPAC Class A Ordinary Share and one-third ~~The~~of ~~Authorized~~one ~~Shares~~SPAC ~~Proposal~~Warrant, outstanding as of immediately prior to the SPAC Merger Effective Time was automatically cancelled, extinguished and converted into a new unit of Holdings, comprised of one Holdings Common Share A and one-third of one Holdings Warrant (a “Holdings Unit”).

AAt ~~provision~~the effective time of the ~~Holdings~~Company ~~Public~~Merger the (“Company ~~Articles~~Merger toEffective ~~change~~Time”), each BVI Merger Sub Common Share outstanding as of immediately prior to the ~~authorized~~Company Merger Effective Time was automatically cancelled, extinguished and converted into one share, ~~capital~~no ~~from~~par value, in the ~~existing~~Swvl ~~(a)~~Surviving ~~500~~Company,~~000~~ such shares constituting the only outstanding shares of the Swvl Surviving Company,~~000~~ ~~Class A~~all Swvl’s ordinary common shares A of no par value, Swvl’s ordinary common shares B of no par value, ~~$0.0001~~Swvl’s ~~per~~convertible ~~share~~Class A ~~(b)~~Shares 50of no par value,~~000,000~~ Swvl’s convertible Class B ~~ordinary~~Shares ~~shares~~of no par value, Swvl’s convertible Class C Shares of no par value, ~~$0.0001~~Swvl’s ~~per~~convertible ~~share~~Class D Shares of no par value and Swvl’s convertible Class D-1 Shares of no par value (ccollectively, the “Swvl Shares”) 5held in the treasury of Swvl were automatically cancelled and extinguished,~~000,000~~ ~~preference~~and ~~shares~~no consideration delivered in exchange therefor and each Swvl Share outstanding as of immediately prior to the Company Merger Effective Time was automatically cancelled, ~~par~~extinguished ~~value~~and $0converted into the right to receive a number of Holdings Common Shares A.~~0001~~ ~~per~~At ~~share~~the Company Merger Effective Time, each Company Option outstanding as of immediately prior to the Company toMerger Effective Time, whether or not vested, was assumed and converted into an ~~authorized~~option ~~share~~to ~~capital~~purchase ~~consisting~~a number of ~~(a)~~Holdings ~~500,000,000~~Common ~~Class~~ Shares A. ~~ordinary~~At ~~shares~~the Company Merger Effective Time, ~~par~~each ~~value~~Swvl ~~$0.0001~~Convertible ~~per~~Note ~~share~~was (“converted into the right to receive Holdings Common Shares A”). ~~and~~At ~~(b)~~the 55Company Merger Effective Time,~~000~~ each Holdings Common Share B outstanding as of immediately prior to the Company Merger Effective Time was converted,~~000~~ ~~preferred~~on ~~shares~~a one-for-one basis, ~~par~~into ~~value~~one $0Holdings Common Share A.~~0001~~ ~~per~~At ~~share~~the Company Merger Effective Time, ofeach Holdings ~~was~~Common ~~approved~~Share A and ~~adopted.~~Holdings ~~The~~Warrant ~~voting~~comprising ~~results~~each ~~were~~Holdings Unit existing and outstanding as ~~follows:~~of immediately prior to the Company Merger Effective Time was automatically separated.

Votes For		Votes Against		Abstentions
28,101,586		3,339,119		1,176,387

~~Proposal~~On ~~No.~~March 3B28, -2022, ~~The~~a ~~Voting~~number ~~Power~~of ~~Proposal~~SPAC shareholders validly exercised their redemption rights with respect to their SPAC Class A Ordinary Shares. At the Company Merger Effective Time, 29,175,999 Holdings Common Shares A issued and outstanding immediately prior to the Company Merger Effective Time (the “Redemption Shares”) were converted into the right to receive from Holdings, in cash, a pro rata portion of the funds in SPAC’s trust account (the “Trust Account”). As a result, $291,853,889.71 (or approximately $10.00 per share) was removed from the Trust Account to pay such shareholders for the Redemption Shares. As of the Company Merger Effective Time, all Redemption Shares ceased to be outstanding and were automatically cancelled and retired and each holder of Redemption Shares ceased to have any rights with respect thereto, except the right to receive the cash payment in respect thereof from Holdings referred to in the immediately preceding sentence.

AItem 3.01. ~~provision~~Notice of the Holdings Public Company Articles that will provide for one vote for each Holdings Common Share A held on all matters to be voted on by shareholders was approved and adopted on a non-binding advisory basis. The voting results were as follows:Delisting

Votes For		Votes Against		Abstentions
30,391,288		1,049,847		1,175,957

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

~~Proposal~~In Noconnection with the Mergers, on March 30, 2022, SPAC notified the Nasdaq Global Market (“Nasdaq”) of the consummation of the SPAC Merger and requested that Nasdaq suspend trading of the shares of SPAC Class A Ordinary Shares, SPAC Warrants and SPAC Units (the “SPAC Securities”) effective as of the close of trading on March 30, 2022. Also on March 3C30, -2022, ~~The~~Holdings ~~Ability~~Common Shares A, Holdings Warrants and Holdings Units began trading on Nasdaq under the ticker symbols “GMBT,” “GMBTW,” and “GMBTU,” respectively. On March 31, 2022, Holdings notified Nasdaq of the consummation of the Company Merger and requested that Nasdaq file with the SEC a Form 25 to ~~Bring~~delist ~~Matters~~the ~~for~~SPAC ~~Discussion~~Securities ~~Before~~under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). SPAC intends to file a ~~General~~certification ~~Meeting~~on ~~Proposal~~Form 15 with the SEC to deregister the SPAC Securities and suspend SPAC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

AItem 3.03. ~~provision~~Material ofModification the Holdings Public Company Articles that will provide that a notice of a general meeting of shareholders must include items for which a written request has been given (no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to ~~the~~Rights ~~one-year anniversary~~ of ~~the~~Security ~~preceding year’s annual general meeting) by one or more shareholders representing 30% or more of Holdings issued shares was approved and adopted. The voting results were as follows:~~Holders

Votes For		Votes Against		Abstentions
30,392,289		1,049,847		1,174,956

The information set forth in the Introductory Note, Items 1.01, 2.01 and 3.01 of this Current Report on Form 8-K are incorporated herein by reference.

~~Proposal No.~~Item 3D8.01. -Other ~~The Number of Directors Proposal~~Events

AOn ~~provision~~March 31, of2022, ~~the~~a ~~Holdings~~press ~~Public~~release ~~Company~~was ~~Articles~~issued ~~that~~announcing ~~will limit~~ the ~~number~~closing of ~~directors~~the ~~to nine~~Mergers, ~~provided~~a ~~however~~copy ~~that Holdings may, by resolution~~ of ~~its~~which ~~directors,~~is ~~increase~~filed oras ~~reduce~~Exhibit ~~the~~99.1 ~~number~~hereto ~~of directors was approved~~ and ~~adopted.~~is ~~The~~incorporated ~~voting~~herein ~~results~~by ~~were as follows:~~reference.

Votes For		Votes Against		Abstentions
29,852,961		1,588,051		1,176,080

Proposal No. 3E - The Election and Removal of Directors Proposal

A provision of the Holdings Public Company Articles pursuant to which: (i) any person properly nominated for election as a director may be appointed to the Holdings Board by a majority vote of the shareholders at a general meeting, (ii) in the interim between general meetings, the Holdings Board may, by resolution of directors, act to appoint any person to be a director, (iii) Holdings may only remove a director with cause and pursuant to a resolution passed by at least two-thirds of directors and (iv) Holdings shareholders may not act to remove directors, was approved and adopted. The voting results were as follows:

Votes For		Votes Against		Abstentions
28,148,622		3,293,514		1,174,956

Proposal No. 3F - The Action by Written Consent of Shareholders Proposal

A provision of the Holdings Public Company Articles that will prohibit Holdings shareholders from taking any action by written consent was approved and adopted. The voting results were as follows:

Votes For		Votes Against		Abstentions
27,608,835		3,832,328		1,175,929

Proposal No. 3G - The Amendment to Governing Documents Proposal

A provision of the Holdings Public Company Articles that will require a resolution passed by a majority of not less than seventy five (75) per cent of the votes of all those entitled to vote in order to adopt any future amendment to the Holdings Public Company Articles, regardless of how many votes are actually cast. Alternatively, the Holdings Public Company Articles may be amended by a resolution of directors was approved and adopted. The voting results were as follows:

Votes For		Votes Against		Abstentions
27,609,502		3,831,734		1,175,856

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Company’s final proxy statement was not presented to shareholders.

Item 8.01 Other Events

Shareholders holding 29,227,806 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, unless any such redemption requests are withdrawn prior to 3:00 p.m. Eastern Time, on March 30, 2022, approximately $292,372,126.45 (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.

On March 30, 2022, a press release was issued announcing the results of the Shareholders’ Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
ExhibitNo.		Exhibit
99.1		Press release dated March 30, 2022
2.1*		Business Combination Agreement, dated as of July 28, 2021, by and among Swvl, SPAC, Holdings, Cayman Merger Sub and BVI Merger Sub (incorporated by reference to Annex A of Holdings Registration Statement on Form F-4 filed with the SEC on March 3, 2022).
104		Cover Page Interactive Data File (embedded within Inline XBRL document)
4.1		Assignment, Assumption and Amendment Agreement by and among SPAC, Holdings, and CST, dated March 30, 2022.
99.1		Press Release, dated March 31, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~* All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 3031, 2022


QUEEN’S GAMBIT GROWTH CAPITAL

By:		/s/ Victoria Grace
Name:		Victoria Grace
Title:		Chief Executive Officer

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