Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on
On
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is included as Exhibit 2.2 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 2.1* Business Combination Agreement, dated as ofJuly 28, 2021 , by and among SPAC, Cayman Merger Sub, BVI Merger Sub, the Company and Holdings (incorporated by reference to Exhibit 2.1 of the SPAC's Current Report on Form 8-K filed with theSEC onJuly 28, 2021 (File No. 001-39908). 2.2 Second Amendment to the Business Combination Agreement by and among SPAC, Swvl, Holdings, Cayman Merger Sub and BVI Merger Sub, datedMarch 3, 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 theSEC upon request.
Legends
Additional Information and Where to Find It
This communication relates to the Proposed Transactions. This communication 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 Transactions, SPAC and Holdings
filed a registration statement on Form F-4 (File No. 333-259800) (as amended,
the "Registration Statement") with the
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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 IF AND WHEN THEY
BECOME AVAILABLE 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
Participants in Solicitation
SPAC, Swvl and Holdings and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from SPAC's
shareholders in connection with the Proposed Transactions. 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 SPAC in the Registration Statement. Information about SPAC's directors
and executive officers is also available in SPAC's Annual Form 10-K for the
fiscal year ended
Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements. Forward-looking 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 between Swvl and SPAC, 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 SPAC'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 SPAC. 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 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 SPAC'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 SPAC 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 SPAC 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; the recent implementation of certain
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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 anti-corruption laws in these jurisdictions; the ability of Holdings
to obtain or maintain the listing of its securities on a
No Offer or Solicitation
This Current Report on Form 8-K 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 Current Report on Form 8-K 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.
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