Swvl Inc. (“Swvl” or the “Company”), a global provider of transformative tech-enabled mass transit solutions, has announced additional PIPE investments related to its proposed business combination with Queen’s Gambit Growth Capital (“Queen’s Gambit”) (NASDAQ: GMBT), the first special purpose acquisition company founded and led entirely by women. This is expected to further enhance the strength of Swvl’s balance sheet and help to fuel the Company’s strategic growth initiatives.

Swvl Bus

Mostafa Kandil, Swvl Founder and CEO, said, “Today’s announcement represents a clear vote of confidence in Swvl’s growth strategy and future as a public company. We continue to demonstrate significant momentum towards our strategic goals. Armed with additional funding certainty, we are confident in Swvl’s ability to bring its transformative technology and services to new markets, in turn transforming a $1 trillion global mass transit industry that is sorely in need of effective solutions. We look forward to completing the business combination, entering the public market, and continuing to create tremendous value for all stakeholders.”

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Upsized PIPE Details

Swvl has entered into agreements for an additional $21.5 million of common stock in a private placement (“PIPE”) with additional new flagship investors including European Bank for Reconstruction and Development (“EBRD”), also participating. These institutions join a distinguished group of global strategic and financial investors providing fully committed PIPE financing for the transaction, including Agility, Luxor Capital Group, Chimera, and Zain.

Sue Barrett, Director, Sustainable Infrastructure for Middle East, Turkey, and Africa, said, “Swvl is a highly dynamic tech investor with a transformative business model that brings tangible benefits to travelers in Egypt and other countries of operation of the EBRD, benefiting female travelers in particular. EBRD is delighted to support SWVL at this key moment in its remarkable journey from a start-up to becoming a company listed on the NASDAQ.”

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Victoria Grace, Founder and CEO of Queen’s Gambit Growth Capital, said, “Since announcing our proposed business combination with Swvl, the Swvl team has gone well beyond every element of its business plan, with strong execution across its existing markets, while pursuing additional attractive market opportunities in new geographies. The additional capital is expected to allow Swvl to continue to create significant value for all stakeholders. Swvl continues to be uniquely positioned from a technological, financial, and operational basis to execute on this tremendous market opportunity.”

The investment terms are substantially similar to those in the initial PIPE financing announced in conjunction with Swvl’s proposed business combination transaction with Queen’s Gambit on July 28, 2021. This additional investment increases the aggregate amount of expected PIPE proceeds to $121.5 million, providing additional capital to fund Swvl’s expansion efforts and further investments in its proprietary technology platform.

Youssef Salem, Swvl CFO, said, “We greatly appreciate that many highly regarded global investors including EBRD have clear confidence in our growth strategy. With this additional infusion of growth capital, we expect to be even better positioned to pursue further organic and inorganic strategic initiatives after our recent acquisitions of controlling interests in Shotl and Viapool and investments in mass transit platforms in Mexico and the United Kingdom.”

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Swvl has completed pre-funding of $66.5m out of the PIPE to accelerate its growth strategy. The investors that pre-funded the PIPE have purchased exchangeable notes of Swvl. At the closing of Swvl’s business combination with Queen’s Gambit, each exchangeable note will be automatically exchanged for shares of the combined company at an exchange price of US$8.5 per share for $45.5m of notes that were issued in 2021 and $9.1 per share for $21m of notes that were issued in 2022.

EBRD’s commitment is subject to entering into an investment framework agreement governing certain institutional requirements of EBRD, including social and environmental policies and practices, corporate governance, and compliance matters and use of proceeds.

 A Look At What SWVL Does

Swvl is a global provider of transformative tech-enabled mass transit solutions, offering intercity, intracity, B2B and B2G transportation. Swvl’s platform provides semi-private alternatives to public transportation for individuals who cannot access or afford private options. Every day, Swvl’s parallel mass transit systems are empowering individuals to go where they want, when they want — making mobility safer, more efficient, accessible and environmentally friendly. Customers can book their rides on an easy-to-use proprietary app with varied payment options and 24 / 7 access to high-quality private buses and vans that operate according to fixed routes, stations, times, and prices.

Swvl was co-founded by Mostafa Kandil, who began his career at Rocket Internet, where he launched the car sales platform Carmudi in the Philippines, which became the largest car classifieds company in the country in just six months. He then served as Rocket Internet’s Head of Operations. In 2016, Kandil joined Careem, a ride-sharing company and the first unicorn in the Middle East. He supported the platform’s expansion into multiple new markets. Careem is now a subsidiary of Uber, based in Dubai, with operations across 100 cities and 15 countries.

SWVL PIPE funding SWVL PIPE funding

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer who has advised startups across Africa on issues such as startup funding (Venture Capital, Debt financing, private equity, angel investing etc), taxation, strategies, etc. He also has special focus on the protection of business or brands’ intellectual property rights ( such as trademark, patent or design) across Africa and other foreign jurisdictions.
He is well versed on issues of ESG (sustainability), media and entertainment law, corporate finance and governance.
He is also an award-winning writer

Swvl, a Dubai-based supplier of transformational mass transportation and shared mobility solutions, has achieved pre-funding of the total PIPE subscription of $35.5 million.

The purchase has been pre-funded by a number of investors, including Agility and Chimera Abu Dhabi. Swvl’s proposed business merger with Queens Gambit Growth Capital is the reason for the subscription.

Swvl has set a goal of generating $1 billion in yearly gross revenue and expanding to more than 30 cities in more than 20 countries by 2025. According to a release, the funds will be used to accelerate Swvl’s expansion and increase its investment in its patented technological platform.
According to the subscription agreements, the investors who pre-funded the PIPE purchased Swvl exchangeable notes. 

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Each exchangeable note will be immediately exchanged for shares of the combined company at an exchange price of $8.50 per share when Swvl’s business combination with Queen’s Gambit Growth Capital closes.

The amount of each note investor’s subscription in the PIPE was decreased by the buying price of such investor’s exchangeable note when the exchangeable notes were issued.

“We greatly appreciate that many highly regarded global investors have clear confidence in our growth strategy. With this immediate infusion of growth capital, we are even better positioned to bring our transformative daily commuting, inter-city retail travel and TaaS offerings to new markets. Each and every day we are advancing our mission to reinvent the $1 trillion mass transit industry with tech-enabled solutions,” Mostafa Kandil, Swvl founder and CEO, said.

“We have already witnessed the disruptive power of Swvl’s parallel mass transit platform in many of our largest markets,” noted Tarek Sultan, vice chairman of Agility. “After getting to know their team better over the past few months, we have full confidence in their ability to solve complex mobility challenges. We are excited to accelerate Swvl’s global expansion with this funding, and look forward to exploring compelling opportunities for strategic and operational collaboration moving forward,” he added.

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Swvl recently announced the signing of a formal deal to acquire a majority interest in Shotl, a Barcelona-based mass transportation platform that partners with governments and enterprises to provide on-demand bus and van services across Europe, Asia, and Latin America.

Swvl’s debut into Europe will be accelerated by more than a year as a result of the acquisition. Swvl also plans to use the PIPE funds to accelerate the availability of its innovative mass transit solutions in other emerging market cities spanning Africa, Asia, and the Middle East, according to the announcement.

Swvl has constructed a parallel mass transit system in ten megacities across Africa, Asia, and the Middle East that provides intercity, intracity, B2B, and B2G mobility. Customers can book rides through an app with a variety of payment choices and access private buses and vans that follow set routes, stations, times, and costs.

Swvl growth Swvl growth

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer who has advised startups across Africa on issues such as startup funding (Venture Capital, Debt financing, private equity, angel investing etc), taxation, strategies, etc. He also has special focus on the protection of business or brands’ intellectual property rights ( such as trademark, patent or design) across Africa and other foreign jurisdictions.
He is well versed on issues of ESG (sustainability), media and entertainment law, corporate finance and governance.
He is also an award-winning writer