Pivotal Holdings Corp executed a non-binding term sheet to acquire Queen's Gambit Growth Capital (NasdaqCM:GMBT) from Queen's Gambit Holdings LLC and others in a reverse merger transaction on May 22, 2021. Pivotal Holdings Corp entered into a definitive agreement to acquire Queen's Gambit Growth Capital from Queen's Gambit Holdings LLC and others in a reverse merger transaction on July 28, 2021. Each ordinary share of Cayman Merger Sub, par value $1.00 per share, issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically converted into one share of the SPAC Surviving Company, which will constitute the only outstanding shares of the SPAC Surviving Company; each Class A ordinary share, par value $0.0001 per share, of Queen's Gambit issued and outstanding immediately prior to the SPAC Merger Effective Time will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A; and each Class B ordinary share, par value $0.0001 per share, of Queen's Gambit, will be automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B. During the five-year period following the Closing Date, Holdings shall issue or cause to be issued to eligible holders of securities of Swvl up to 15,000,000 additional shares of Holdings Common Shares A in the aggregate (the “ Earnout Shares ”) less the number of Earnout RSU Shares issued during the five-year period after the Closing Date (the “ Earnout Period ”), in three equal tranches, upon the satisfaction of certain price targets set forth in the Business Combination Agreement. The implied, fully diluted equity value of the combined company is approximately $1.5 billion and $1.1 billion proforma enterprise value (2.8 x 2023E gross revenue), assuming minimal redemptions by Queen's Gambit's public shareholders, with existing Swvl shareholders expected to own approximately 65%, PIPE investors will own 7%, GMBT public shareholders will own 22% and GMBT will own founder shares 6% of the combined company. Upon completion of the proposed transaction, the combined public company will be named Swvl Holdings Corp and is expected to be listed on NASDAQ under the ticker symbol "SWVL".

The parties hereto will take all requisite action such that the Directors and officers of SPAC and Swvl as of immediately prior to the SPAC Merger Effective Time continue as the initial directors and officers of the SPAC Surviving Company immediately after the SPAC Merger Effective Time. Swvl's leadership team will remain intact, with Mostafa Kandil continuing as Chief Executive Officer of the combined company, The Board of Directors of the combined company will include Mostafa Kandil, Victoria Grace and Lone Fonss Schroder, as well as six additional members to be appointed by Swvl prior to the closing. Upon completion of the acquisition, the combined public company will appoint W. Steve Albrecht to its Board of Directors (the "Board") to serve as an independent director and chair of the combined public company's audit committee. The Board of Directors will also establish an advisory committee, including two members of Queen's Gambit.

The transaction is subject to customary closing conditions, including the approval of Queen's Gambit shareholders, the written consent of the requisite shareholders of the Pivotal in favor of the approval, no governmental authority having enacted, issued, enforced or entered any law or order which is then in effect and has the effect of making the Proposed Transactions illegal or otherwise prohibiting the consummation of the Proposed Transactions, all consents, approvals, authorizations or permits of, or filings with or notifications to, or expirations or terminations of any waiting periods required by, applicable governmental authorities having been obtained, made or occurred, the Registration Statement having been declared effective, the approval of the Competition Commission of Pakistan having been obtained, the Holdings Common Shares A, including those to be issued pursuant to the Business Combination Agreement and the Investor Subscription Agreements and the Holdings Common Shares A and the Holdings Warrants to be issued in connection with the SPAC Merger having been approved for listing on the Selected Stock Exchange, subject only to official notice of issuance thereof; the Holdings Common Shares A not constituting “penny stock”, as of the Closing, after consummation of the Private Placement and after distribution of the funds in the Trust Account and deducting all amounts to be paid pursuant to the exercise of redemption rights of public shareholders, Queen's Gambit and Holdings collectively having cash on hand equal to or in excess of $185,000,000. The proposed transaction has been unanimously approved by the Boards of Directors of both Queen's Gambit and Swvl. The board of directors of Queen's recommends that its shareholders vote “FOR” the approval of the SPAC Merger Proposal. 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"). As on March 15, 2022, a registration statement on Form F-4 was declared effective by the SEC. Extraordinary general meeting of GMBT shareholders scheduled to be held on March 30, 2022. As of March 30, 2021, transaction is approved by the shareholders of GMBT. The transaction is expected to close in the fourth calendar quarter of 2021. As of March 29, 2022, parties expect the business combination to close on March 31, 2022, subject to the satisfaction or waiver of customary closing conditions. Upon closing, post-combination Holdings' Class A ordinary shares and warrants are expected to commence trading on Nasdaq on April 1, 2022.

Barclays Capital Inc. is serving as an M&A and capital markets financial advisor to Swvl. Guggenheim Securities, LLC is serving as an fairness opinion provider and M&A advisor to Queen's Gambit in connection with the transaction. O. Keith Hallam, III, Nicholas A. Dorsey and Richard Hall of Cravath, Swaine & Moore LLP, Robert Innes, Christian Boney, Robert Byk and Dominic Robertson of Slaughter and May and Maples Group are serving as legal advisors to Swvl. Caroline Blitzer Phillips, Brenda Lenahan, Lina Dimachkieh, David Peck, David D'Alessandro, Sean Becker, Emilie Stewart, Martin Bontea-Ungureanu, Fry Wernick, Jeff Johnston, Dave Johnson, David Smith, Devika Kornbacher, Sarah Mitchell, Maggie Peloso and Ramey Layne of Vinson & Elkins L.L.P. and Walkers are serving as legal advisors to Queen's Gambit. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as proxy solicitor to Queen's Gambit Growth Capital. Ernst & Young LLP, Investment Banking Arm acted as a financial advisor to Queen's Gambit. Willis Towers Watson Public Limited Company (NasdaqGS:WTW), Ernst & Young Global Limited, Vinson & Elkins LLP, Shahid Law Firm, Bowmans, Al Tamimi & Company and Orr Dignam & Co. acted as due diligence providers to GMBT.

Pivotal Holdings Corp completed the acquisition of Queen's Gambit Growth Capital (NasdaqCM:GMBT) from Queen's Gambit Holdings LLC and others in a reverse merger transaction on March 31, 2022. April 1, 2022, Swvl Holdings Corp's Class A ordinary shares and warrants are expected to commence trading on NASDAQ under the ticker symbols “SWVL” and “SWVLW”, respectively. Appointment of Gbenga Oyebode to Board of Directors and Audit Committee.