Item 1.01. Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Upon effectiveness of the SPAC Merger (the "SPAC Merger Effective Time"), SPAC entered into that certain Assignment, Assumption and Amendment Agreement (the "Warrant Assumption Agreement") by and among SPAC, Holdings, and Continental Stock Transfer & Trust Company, a New York corporation ("CST"). Pursuant to the Warrant Assumption Agreement, Holdings assumed all of SPAC's rights and obligations under the Warrant Agreement, dated January 19, 2021 by and between SPAC and CST, and each warrant (a "SPAC Warrant") entitling the holder thereof to purchase Class A ordinary shares of SPAC, par value $0.0001 per share ("SPAC Class A Ordinary Shares") was converted into a warrant (a "Holdings Warrant") to acquire a number of Holdings Common Shares A equal to the number of SPAC Class A Ordinary Shares underlying such SPAC Warrant, subject to the same terms and conditions as were applicable to the SPAC Warrant.

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.

Item 2.01. Completion of Acquisition or Disposition of Assets

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

At the 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) each 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 of one SPAC 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").

At the effective time of the Company Merger the ("Company Merger Effective Time"), each BVI Merger Sub Common Share outstanding as of immediately prior to the Company Merger Effective Time was automatically cancelled, extinguished and converted into one share, no par value, in the Swvl Surviving Company, such shares constituting the only outstanding shares of the Swvl Surviving Company, all Swvl's ordinary common shares A of no par value, Swvl's ordinary common shares B of no par value, Swvl's convertible Class A Shares of no par value, Swvl's convertible Class B Shares of no par value, Swvl's convertible Class C Shares of no par value, Swvl's convertible Class D Shares of no par value and Swvl's convertible Class D-1 Shares of no par value (collectively, the "Swvl Shares") held in the treasury of Swvl were automatically cancelled and extinguished, and no consideration delivered in exchange therefor and each Swvl Share outstanding as of immediately prior to the Company Merger Effective Time was automatically cancelled, extinguished and converted into the right to receive a number of Holdings Common Shares A. At the Company Merger Effective Time, each Company Option outstanding as of immediately prior to the Company Merger Effective Time, whether or not vested, was assumed and converted into an option to purchase a number of Holdings Common Shares A. At the Company Merger Effective Time, each Swvl Convertible Note was converted into the right to receive Holdings Common Shares A. At the Company Merger Effective Time, each Holdings Common Share B outstanding as of immediately prior to the Company Merger Effective Time was converted, on a one-for-one basis, into one Holdings Common Share A. At the Company Merger Effective Time, each Holdings Common Share A and Holdings Warrant comprising each Holdings Unit existing and outstanding as of immediately prior to the Company Merger Effective Time was automatically separated.



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On March 28, 2022, a number of 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.

Item 3.01. Notice of Delisting

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.

In connection 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 30, 2022, Holdings 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 delist the SPAC Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). SPAC intends to file a certification on 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.

Item 3.03. Material Modification to Rights of Security Holders

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.

Item 8.01. Other Events

On March 31, 2022, a press release was issued announcing the closing of the Mergers, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
No.                                        Exhibit

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).

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).

* 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.



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