Slaughter and May is advising Swvl Inc on its business combination with Queen’s Gambit Growth Capital, a special purpose acquisition company (“SPAC”). Upon closing, the combined company will be listed on Nasdaq.
Swvl is a global tech start-up based in Dubai which provides transformative mass transit and shared mobility solutions. It currently operates across 10 cities in Egypt, Kenya, Pakistan, the UAE, Saudi Arabia and Jordan. It is a mission-driven company that is focused on removing barriers to social and economic opportunity through the provision of affordable, convenient and safe transportation, while reducing the carbon footprint of megacities through its offerings.
Queen’s Gambit is a female-led special purpose acquisition company.
The transaction is expected to generate gross proceeds of up to approximately $445 million, which will be used to fund and accelerate Swvl’s growth plan. This includes a $100 million fully committed private placement of common shares of the combined company, led by Agility, Luxor and Zain (the “PIPE”). The implied, fully diluted equity value of the combined company is approximately $1.5 billion, assuming minimal redemptions by Queen’s Gambit’s public shareholders, with existing Swvl shareholders expected to own approximately 65% of the combined company. The transaction is expected to close in the fourth calendar quarter of 2021, subject to customary closing conditions, including the approval of Queen’s Gambit shareholders.
Slaughter and May is working as an integrated team with Cravath, Swaine & Moore LLP, Anjarwalla & Khanna LLP and Maples Group.