Statistiche di base
| CIK | 1836190 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Queens Gambit Growth Capital - Class A
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39908 QUEEN’S GAMBIT GROWTH CAPITAL (Exact name of registrant as specifi |
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| March 31, 2022 |
Exhibit 99.1 SWVL COMPLETES BUSINESS COMBINATION WITH QUEEN?S GAMBIT GROWTH CAPITAL Swvl ordinary shares and warrants expected to begin trading on NASDAQ tomorrow under the symbols ?SWVL? and ?SWVLW,? respectively Gross proceeds to Swvl from the transaction of $164.8 million from upsized, fully committed $111.5 million PIPE and $53.3 million of cash held in trust net of redemptions Subject to sati |
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| March 31, 2022 |
Exhibit 4.1 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT by and among QUEEN?S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 30, 2022 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this ?Agreement?), dated March 30, 2022, is made by and among Queen?s Gambit Growth Capital, a Cayma |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Queen’s Gambit Growth Capital (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G7315C101 (CUSIP Number) March 21, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| March 30, 2022 |
QUEEN’S GAMBIT GROWTH CAPITAL ANNOUNCES SHAREHOLDER APPROVAL OF BUSINESS COMBINATION WITH SWVL Exhibit 99.1 QUEEN?S GAMBIT GROWTH CAPITAL ANNOUNCES SHAREHOLDER APPROVAL OF BUSINESS COMBINATION WITH SWVL NEW YORK, March 30, 2022 ? Queen?s Gambit Growth Capital (?Queen?s Gambit?) (NASDAQ: GMBT), the first special purpose acquisition company led by women, today announced that its shareholders voted to approve the previously announced business combination with Swvl Inc. (?Swvl? or the ?Company? |
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| March 30, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39908 Queen?s Gambit |
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| March 29, 2022 |
425 1 d299450d425.htm 425 Filed by Queen’s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: March 29, 2022 On March 29, Queen’s Gambit Growth Capital issued the following news release. Queen’s Gambit Grow |
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| March 29, 2022 |
425 1 d299450d425.htm 425 Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: March 29, 2022 On March 29, Queen’s Gambit Growth Capital issued the following news release. Queen’s Gambit Growth Capit |
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| March 29, 2022 |
DEFA14A 1 d200870ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 25, 2022 |
DEFA14A 1 d294515ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 23, 2022 |
DEFA14A 1 d330677ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 21, 2022 |
DEFA14A 1 d330276ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 8, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) ( |
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| March 8, 2022 |
Exhibit 2.2 SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT THIS SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, dated as of March 3, 2022 (this ?Amendment?), is entered into by and among Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the ?Company?), Queen?s Gambit Growth Capital, a Cayman Islands exe |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) ( |
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| March 8, 2022 |
Exhibit 2.2 SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT THIS SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, dated as of March 3, 2022 (this ?Amendment?), is entered into by and among Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (the ?Company?), Queen?s Gambit Growth Capital, a Cayman Islands exe |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Queen?s Gambit Growth Capital (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7315C101 (CUSIP Number) Decemb |
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| February 14, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Queen’s Gambit Growth Capital (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7315C101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 11, 2022 |
=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 10, 2022 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* QUEEN’S GAMBIT GROWTH CAPITAL (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7315C101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Queen’s Gambit Growth Capital (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7315C101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designa |
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| February 10, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| February 2, 2022 |
Filed by Queen’s Gambit Growth Capital 425 1 d256391d425.htm 425 Filed by Queen’s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: February 2, 2022 On February 2, Swvl Inc. issued the following news release. SWVL UPSIZES PIPE TO > $120M WITH PAR |
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| February 2, 2022 |
Filed by Pivotal Holdings Corp Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| February 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| February 1, 2022 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| February 1, 2022 |
Termination of the Forward Purchase Agreement, dated as of January 30, 2022. Exhibit 10.1 Date: January 30, 2022 To: Queen?s Gambit Growth Capital (?Counterparty?) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (?Seller?) Re: Termination of OTC Equity Prepaid Forward Transaction Ladies and Gentlemen: Reference is made to that certain agreement dated as of November 15, 2021, by and between Counterparty |
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| February 1, 2022 |
Termination of the Forward Purchase Agreement, dated as of January 30, 2022. Exhibit 10.1 Date: January 30, 2022 To: Queen?s Gambit Growth Capital (?Counterparty?) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (?Seller?) Re: Termination of OTC Equity Prepaid Forward Transaction Ladies and Gentlemen: Reference is made to that certain agreement dated as of November 15, 2021, by and between Counterparty |
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| February 1, 2022 |
Exhibit 99.1 Date: January 30, 2022 To: Queen?s Gambit Growth Capital (?GMBT?) and Pivotal Holdings Corp (?Issuer?) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (?Subscriber?) Re: Termination of Subscription Agreement Ladies and Gentlemen: Reference is made to that certain subscription agreement dated as of November 15, 2021 |
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| February 1, 2022 |
Exhibit 99.1 Date: January 30, 2022 To: Queen?s Gambit Growth Capital (?GMBT?) and Pivotal Holdings Corp (?Issuer?) Address: 55 Hudson Yards 44th Floor New York, NY 10001 From: ACM AART VII B, LLC, a Delaware limited liability company (?Subscriber?) Re: Termination of Subscription Agreement Ladies and Gentlemen: Reference is made to that certain subscription agreement dated as of November 15, 2021 |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 QUEEN’S GAMBIT GROWTH CAPITAL (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G7315C101 (CUSIP Number) JANUARY 14, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| January 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2022 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| January 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2022 QUEEN’S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporatio |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 QUEEN’S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporatio |
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| December 7, 2021 |
Filed by Queen’s Gambit Growth Capital Filed by Queen’s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No. |
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| December 7, 2021 |
Filed by Pivotal Holdings Corp Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen’s Gambit Growth Capital Commission File No. |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-399 |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of (Commission |
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| November 16, 2021 |
Forward Purchase Agreement, dated November 15, 2021. Exhibit 10.1 Date: November 15, 2021 To: Queen?s Gambit Growth Capital (?Counterparty?) Address: 55 Hudson Yards, 44th Floor New York, NY 10001 From: ACM ARRT VII B, LLC, a Delaware limited liability company (?Seller?) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this ?Confirmation?) is to confirm the terms and conditions of the transaction (the ?Transaction?) entered |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporatio |
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| November 16, 2021 |
Exhibit 10.1 Date: November 15, 2021 To: Queen?s Gambit Growth Capital (?Counterparty?) Address: 55 Hudson Yards, 44th Floor New York, NY 10001 From: ACM ARRT VII B, LLC, a Delaware limited liability company (?Seller?) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this ?Confirmation?) is to confirm the terms and conditions of the transaction (the ?Transaction?) entered |
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| November 16, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporatio |
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| November 16, 2021 |
Exhibit 99.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 15th day of November, 2021, by and among Queen?s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (?GMBT?), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands (the ?Issuer?), and the undersigned |
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| November 16, 2021 |
Exhibit 99.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 15th day of November, 2021, by and among Queen?s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (?GMBT?), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands (the ?Issuer?), and the undersigned |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39908 Queen?s Gambit Gr |
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| October 12, 2021 |
EX-99.2 3 d411031dex992.htm EX-99.2 Exhibit 99.2 Swvl Holdings Q3 2021 Earnings Supplemental Data About Swvl Our Customer Promise Table of Swvl's Operating System Contents Cutting-edge Proprietary Technology - Core of Swvl’s Virtuous Growth Cycle Core Strategy - The Fly-Wheel Eff ect ESG at Swvl - Strategy and Initiatives Q3 2021 Growth Story and Performance Highlights Swvl-O-meter and Increased G |
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| October 12, 2021 |
Swvl 3Q21 Earnings Prepared Remarks Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| October 12, 2021 |
Filed by Pivotal Holdings Corp Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| October 12, 2021 |
Swvl 3Q21 Earnings Prepared Remarks Exhibit 99.3 Swvl 3Q21 Earnings Prepared Remarks Abdelrahman Sukar Good morning and welcome to Swvl Inc.?s third quarter 2021 earnings call. A copy of our Q3 earnings press release issued on October 12th is available in the Investor Relations tab of our website at www.Swvl.com. Joining me on the call are Mostafa Kandil, our Cofounder and CEO, and Youssef Salem, our CFO, who will provide some addit |
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| October 12, 2021 |
Exhibit 99.1 Swvl Achieves Exceptional Q3 2021 Results and Increases Growth Guidance Delivers 3.6x quarter on quarter growth, 83% utilization and 500k active users Swvl?s most mature market hits 92% utilization, 31% gross margin and -2.9% net margin Raises FY2022 guidance by ~10% to $155m with opportunities for further substantial growth DUBAI, UAE ? October 12, 2021 ? Swvl Inc. (?Swvl? or the ?Co |
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| October 12, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| October 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| October 12, 2021 |
Exhibit 99.2 Swvl Holdings Q3 2021 Earnings Supplemental Data About Swvl Our Customer Promise Table of Swvl's Operating System Contents Cutting-edge Proprietary Technology - Core of Swvl?s Virtuous Growth Cycle Core Strategy - The Fly-Wheel Eff ect ESG at Swvl - Strategy and Initiatives Q3 2021 Growth Story and Performance Highlights Swvl-O-meter and Increased Guidance Cohort Analysis - Double-cli |
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| October 12, 2021 |
Exhibit 99.1 Swvl Achieves Exceptional Q3 2021 Results and Increases Growth Guidance Delivers 3.6x quarter on quarter growth, 83% utilization and 500k active users Swvl?s most mature market hits 92% utilization, 31% gross margin and -2.9% net margin Raises FY2022 guidance by ~10% to $155m with opportunities for further substantial growth DUBAI, UAE ? October 12, 2021 ? Swvl Inc. (?Swvl? or the ?Co |
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| October 12, 2021 |
Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen’s Gambit Growth Capital Commission File No. |
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| October 12, 2021 |
Swvl 3Q21 Earnings Prepared Remarks Exhibit 99.3 Swvl 3Q21 Earnings Prepared Remarks Abdelrahman Sukar Good morning and welcome to Swvl Inc.?s third quarter 2021 earnings call. A copy of our Q3 earnings press release issued on October 12th is available in the Investor Relations tab of our website at www.Swvl.com. Joining me on the call are Mostafa Kandil, our Cofounder and CEO, and Youssef Salem, our CFO, who will provide some addit |
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| August 27, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) |
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| August 27, 2021 |
Filed by Queen’s Gambit Growth Capital Filed by Queen?s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| August 27, 2021 |
Filed by Pivotal Holdings Corp Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| August 27, 2021 |
425 1 d204929d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2021 QUEEN’S GAMBIT GROWTH CAPITAL (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39908 98-1571453 (State or other juri |
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| August 26, 2021 |
Filed by Queen?s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| August 26, 2021 |
Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen’s Gambit Growth Capital Commission File No. |
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| August 19, 2021 |
425 Filed by Queen’s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No. |
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| August 19, 2021 |
Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| August 16, 2021 |
f UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39908 Queen?s Gambit Growt |
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| August 11, 2021 |
425 Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen’s Gambit Growth Capital Commission File No. |
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| August 11, 2021 |
Filed by Queen?s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| August 5, 2021 |
Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| August 5, 2021 |
Filed by Queen?s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| August 2, 2021 |
Filed by Pivotal Holdings Corp Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| July 30, 2021 |
Filed by Pivotal Holdings Corp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Queen?s Gambit Growth Capital Commission File No. |
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| July 30, 2021 |
Filed by Queen?s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| July 29, 2021 |
Burj Khalifa Activation—Script Filed by Pivotal Holdings Corp/Queen?s Gambit Growth Capital Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| July 29, 2021 |
Filed by Pivotal Holdings Corp/Queen’s Gambit Growth Capital Filed by Pivotal Holdings Corp/Queen?s Gambit Growth Capital Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| July 29, 2021 |
425 1 d200655d425.htm 425 Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 The following article was published on June 28, 2021 by CNBC. MARKETS Swvl, a green-focused mass transit company, is goi |
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| July 29, 2021 |
Filed by Pivotal Holdings Corp/Queen’s Gambit Growth Capital Filed by Pivotal Holdings Corp/Queen?s Gambit Growth Capital Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| July 29, 2021 |
Filed by Pivotal Holdings Corp/Queen’s Gambit Growth Capital Filed by Pivotal Holdings Corp/Queen?s Gambit Growth Capital Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| July 29, 2021 |
Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 The following article was published on June 28, 2021 by Barron?s. Barron?s ? Transportation Firm Swvl to Merge With All-Female-Led Queen?s Gambit |
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| July 29, 2021 |
Filed by Pivotal Holdings Corp/Queen’s Gambit Growth Capital Filed by Pivotal Holdings Corp/Queen?s Gambit Growth Capital Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No. |
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| July 29, 2021 |
Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 The following is the transcript of an interview on Bloomberg TV on July 28, 2021. Bloomberg TV – Bloomberg Markets: European Close July 28, 2021 L |
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| July 28, 2021 |
EX-10.4 6 d121946dex104.htm EX-10.4 Exhibit 10.4 July 28, 2021 Pivotal Holdings Corp c/o Swvl Inc. The Offices 4, One Central Dubai, United Arab Emirates Attention: Mostafa Kandil, Chief Executive Officer Email: [email protected] Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Lock-up Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “BCA”) e |
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| July 28, 2021 |
Exhibit 99.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of , 2021, by and among Queen?s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (?GMBT?), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands (the ?Issuer?), and the undersigned (?Subscriber |
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| July 28, 2021 |
Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 On July 28, 2021, Swvl Inc. and Queen’s Gambit Growth Capital issued the following news release. SWVL, A TRANSFORMATIVE MASS TRANSIT PLATFORM, ANN |
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| July 28, 2021 |
Burj Khalifa Activation—Script Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen?s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 The following is the transcript of a video uploaded to Instagram by Swvl Inc. on July 28, 2021. Burj Khalifa Activation?Script Hello.. Can you see |
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| July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) ( |
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| July 28, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SWVL INC., QUEEN?S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, PIVOTAL MERGER SUB COMPANY I, and PIVOTAL MERGER SUB COMPANY II LIMITED Dated as of July 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Definitions 4 SECTION 1.02. Construction 27 ARTICLE II THE TRANSACTIONS SECTION 2.01. The Transactions 28 SECTION |
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| July 28, 2021 |
Exhibit 10.1 FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 28, 2021, by and between Queen?s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (?SPAC?), Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the ?Company?), and [?], a [?] (the ?Supporting |
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| July 28, 2021 |
Exhibit 99.4 Revolutionizing Mass Transit and Shared Mobility July 2021Exhibit 99.4 Revolutionizing Mass Transit and Shared Mobility July 2021 Disclaimer - 1/2 Forward-Looking Statements This presentation (the ?Presentation?) contains ?forward-looking statements?. Actual results may dier ff from the expectations, estimates and projections set forth herein and consequently, you should not rely on t |
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| July 28, 2021 |
Exhibit 99.4 Revolutionizing Mass Transit and Shared Mobility July 2021Exhibit 99.4 Revolutionizing Mass Transit and Shared Mobility July 2021 Disclaimer - 1/2 Forward-Looking Statements This presentation (the ?Presentation?) contains ?forward-looking statements?. Actual results may dier ff from the expectations, estimates and projections set forth herein and consequently, you should not rely on t |
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| July 28, 2021 |
Exhibit 99.3 PRE-RECORDED INVESTOR CALL SCRIPT Operator: Good morning, and welcome to the Swvl Business Combination with Queen?s Gambit Growth Capital investor conference call. Before we begin, I?d like to remind you that today?s call contains forward-looking statements within the meaning of the U.S. federal securities laws, including those relating to Swvl, the proposed business combination betwe |
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| July 28, 2021 |
Exhibit 99.2 SWVL, A TRANSFORMATIVE MASS TRANSIT PLATFORM, ANNOUNCES BUSINESS COMBINATION WITH QUEEN?S GAMBIT GROWTH CAPITAL ? With an implied, fully diluted equity value of approximately $1.5 billion, Swvl is expected to be the first $1bn plus unicorn from the Middle East to list on Nasdaq and only tech-enabled mass transit solutions company to list on any stock exchange ? Uniquely positioned to |
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| July 28, 2021 |
Exhibit 10.2 DATED July 28, 2021 THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 and PIVOTAL HOLDINGS CORP SHAREHOLDERS? AGREEMENT in respect of Pivotal Holdings Corp CONTENTS 1. DEFINITIONS AND INTERPRETATION 2 2. GOVERNANCE MATTERS 5 3. VOTING COMMITMENTS AND RELATED MATTERS 7 4. PROXY 9 5. ASSIGNMENT; THIRD PARTY RIGHTS; NO TRANSFERS 9 6. CONFIDENTIALITY 7. NOTICES 9 8. VARIATIO |
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| July 28, 2021 |
Exhibit 10.1 FORM OF TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 28, 2021, by and between Queen?s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (?SPAC?), Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (the ?Company?), and [?], a [?] (the ?Supporting |
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| July 28, 2021 |
Sponsor Agreement, dated July 28, 2021 by and among SPAC, Holdings and the Sponsor. EX-10.5 7 d121946dex105.htm EX-10.5 Exhibit 10.5 Queen’s Gambit Holdings LLC 55 Hudson Yards, 44th Floor New York, NY 10001 July 28, 2021 Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY 10001 Re: Sponsor Letter Ladies and Gentlemen: This letter (this “Sponsor Letter”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the da |
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| July 28, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among SWVL INC., QUEEN?S GAMBIT GROWTH CAPITAL, PIVOTAL HOLDINGS CORP, PIVOTAL MERGER SUB COMPANY I, and PIVOTAL MERGER SUB COMPANY II LIMITED Dated as of July 28, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Definitions 4 SECTION 1.02. Construction 27 ARTICLE II THE TRANSACTIONS SECTION 2.01. The Transactions 28 SECTION |
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| July 28, 2021 |
Exhibit 99.2 SWVL, A TRANSFORMATIVE MASS TRANSIT PLATFORM, ANNOUNCES BUSINESS COMBINATION WITH QUEEN?S GAMBIT GROWTH CAPITAL ? With an implied, fully diluted equity value of approximately $1.5 billion, Swvl is expected to be the first $1bn plus unicorn from the Middle East to list on Nasdaq and only tech-enabled mass transit solutions company to list on any stock exchange ? Uniquely positioned to |
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| July 28, 2021 |
Exhibit 99.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of , 2021, by and among Queen?s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (?GMBT?), Pivotal Holdings Corp, a company limited by shares incorporated under the laws of the British Virgin Islands (the ?Issuer?), and the undersigned (?Subscriber |
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| July 28, 2021 |
EX-10.5 7 d121946dex105.htm EX-10.5 Exhibit 10.5 Queen’s Gambit Holdings LLC 55 Hudson Yards, 44th Floor New York, NY 10001 July 28, 2021 Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY 10001 Re: Sponsor Letter Ladies and Gentlemen: This letter (this “Sponsor Letter”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of the da |
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| July 28, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 28, 2021, is made and entered into by and among Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (?Swvl?), Queen?s Gambit Growth Capital, a Cayman Islands exempted company (the ?SPAC?), Queen?s Gambit Holdings LLC, a Delaware limited lia |
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| July 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) ( |
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| July 28, 2021 |
425 1 d158631d425.htm 425 Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 Revolutionizing Mass Transit and Shared Mobility July 2021 Revolutionizing Mass Transit and Shared Mobility July 2021 Di |
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| July 28, 2021 |
Exhibit 10.4 July 28, 2021 Pivotal Holdings Corp c/o Swvl Inc. The Offices 4, One Central Dubai, United Arab Emirates Attention: Mostafa Kandil, Chief Executive Officer Email: [email protected] Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this ?Lock-up Agreement?) is being delivered to you in accordance with the Business Combination Agreement (the ?BCA?) entered into by and among Swvl Inc., |
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| July 28, 2021 |
Exhibit 99.3 PRE-RECORDED INVESTOR CALL SCRIPT Operator: Good morning, and welcome to the Swvl Business Combination with Queen?s Gambit Growth Capital investor conference call. Before we begin, I?d like to remind you that today?s call contains forward-looking statements within the meaning of the U.S. federal securities laws, including those relating to Swvl, the proposed business combination betwe |
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| July 28, 2021 |
Exhibit 10.2 DATED July 28, 2021 THE PERSONS WHOSE NAMES AND ADDRESSES ARE SET OUT IN SCHEDULE 1 and PIVOTAL HOLDINGS CORP SHAREHOLDERS? AGREEMENT in respect of Pivotal Holdings Corp CONTENTS 1. DEFINITIONS AND INTERPRETATION 2 2. GOVERNANCE MATTERS 5 3. VOTING COMMITMENTS AND RELATED MATTERS 7 4. PROXY 9 5. ASSIGNMENT; THIRD PARTY RIGHTS; NO TRANSFERS 9 6. CONFIDENTIALITY 7. NOTICES 9 8. VARIATIO |
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| July 28, 2021 |
EX-10.3 5 d121946dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 28, 2021, is made and entered into by and among Swvl Inc., a company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “SPAC”), Queen’s Gambit |
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| July 28, 2021 |
Filed by Swvl Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Queen’s Gambit Growth Capital Commission File No.: 001-39908 Date: July 28, 2021 The following is the script of the pre-recorded Swvl Inc. and Queen’s Gambit Growth Capital investor call that was made available on July 28, 2021 |
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| June 29, 2021 |
EXHIBIT 10.9 QUEEN?S GAMBIT GROWTH CAPITAL 55 Hudson Yards, 44th Floor New York, NY 10001 June 21, 2021 Queen?s Gambit Holdings LLC 55 Hudson Yards, 44th Floor New York, NY 10001 Re: Amended Administrative Support Agreement Ladies and Gentlemen: On January 19, 2021, Queen?s Gambit Holdings LLC (?Sponsor?) entered into a letter agreement (the ?Initial Administrative Services Agreement?) with Queen? |
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| June 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39908 Queen?s Gambit Growth |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) (C |
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| May 28, 2021 |
Queen’s Gambit Growth Capital Announces Receipt of Notification Letter from NASDAQ Exhibit 99.1 Queen?s Gambit Growth Capital Announces Receipt of Notification Letter from NASDAQ NEW YORK, May 28, 2021 ? Queen?s Gambit Growth Capital (the ?Company?) announced today that it received a notice from the Listing Qualifications Department of The Nasdaq Capital Market (the ?NASDAQ?) indicating that the Company is not in compliance with the NASDAQ Listing Rule 5250(c)(1) as a result of |
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| May 18, 2021 |
SEC FILE NUMBER 001-39908 CUSIP NUMBER G7315C101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 29, 2021 |
Description of Securities of Queen’s Gambit Growth Capital. Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of Queen?s Gambit Growth Capital?s (the ?Company,? ?we,? ?us? or ?our?) units, Class A ordinary shares, $0.0001 par value per share (?Class A ordinary shares?), Class B ordinary shares, $0.0001 par value per share (?Class B ordinary shares? or ?F |
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| March 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39908 Queen?s Gambit |
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| March 12, 2021 |
Exhibit 99.1 Queen?s Gambit Growth Capital Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants, Commencing March 15, 2021 NEW YORK, March 12, 2021 ? Queen?s Gambit Growth Capital (the ?Company?) announced today that commencing March 15, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the Class A ordinary share |
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| March 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2021 Queen?s Gambit Growth Capital (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation) |
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| February 1, 2021 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Queen?s Gambit Growth Capital (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7315C127** (CUSIP Number) January 22, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| February 1, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Queen?s Gambit Growth Capital (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) ISIN Number: KYG7315C1270** (CUS |
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| January 28, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| January 28, 2021 |
Exhibit 99.1 QUEEN’S GAMBIT GROWTH CAPITAL Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Queen’s Gambit Growth Capital Opinion on the Financial Statement We have audited the accompanying balance sheet of Queen’s Gambit Growth Cap |
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| January 25, 2021 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021 is made and entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on t |
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| January 25, 2021 |
Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021 by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stateme |
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| January 25, 2021 |
Exhibit 10.1 Execution Version January 19, 2021 Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY 10001 Re:Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted co |
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| January 25, 2021 |
Exhibit 10.4 Execution Version QUEEN’S GAMBIT GROWTH CAPITAL 55 Hudson Yards, 44th Floor New York, NY 10001 January 19, 2021 Queen’s Gambit Holdings LLC 55 Hudson Yards, 44th Floor New York, NY 10001 Re:Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Queen’s Gambit Growth Capital (the “Company”) and Queen’s Gambit Holdings LLC (“Sponsor”), dated as of t |
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| January 25, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUEEN'S GAMBIT GROWTH CAPITAL (ADOPTED BY SPECIAL RESOLUTION DATED 19 JANUARY 2021) 24071525.1 C7649.168126 Filed: 19-Jan-2021 16:58 EST www.verify.gov.ky File#: 368966 Auth Code: D25328332169 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM |
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| January 25, 2021 |
Exhibit 4.1 Execution Version WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of January 19, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2021, is by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, |
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| January 25, 2021 |
Exhibit 10.5 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company |
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| January 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2021 QUEEN?S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 001-39908 98-1571453 (State or other jurisdiction of incorporation |
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| January 21, 2021 |
$300,000,000 Queen’s Gambit Growth Capital 30,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-251790 and 333-252243 PROSPECTUS $300,000,000 Queen’s Gambit Growth Capital 30,000,000 Units Queen’s Gambit Growth Capital is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business com |
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| January 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QUEEN’S GAMBIT GROWTH CAPITAL (Exact name of registrant as specified in its charter) Cayman Islands 98-1571453 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden |
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| January 19, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Queen’s Gambit Growth Capital (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1571453 (State or other Jurisdiction of Incorporation |
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| January 15, 2021 |
CORRESP 1 filename1.htm January 15, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Queen’s Gambit Growth Capital Registration Statement on Form S-1 Filed January 14, 2021, as amended File No. 333-251790 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities A |
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| January 15, 2021 |
Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY (917) 907-4618 January 15, 2021 VIA EDGAR Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 14, 2021 |
CORRESP 1 filename1.htm Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY 10001 January 14, 2021 Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Queen’s Gambit Growth Capital Draft Registration Statement on Form S-1 Submitted December 17, 2020 Registration S |
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| January 14, 2021 |
Exhibit 4.1 [Form of Unit Certificate] NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] QUEEN’S GAMBIT GROWTH CAPITAL UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (each, a |
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| January 14, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warr |
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| January 14, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.** Exhibit 3.2 THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Queen's Gambit Growth Capital (ADOPTED BY SPECIAL RESOLUTION DATED [] 2021) THE COMPANIES Act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Queen's Gambit Growth Capital (ADOPTED BY SPECIAL RESOLUTION DATED [] 2021) 1. The name of the com |
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| January 14, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 27,500,000 Units QUEEN’S GAMBIT GROWTH CAPITAL ($10.00 per Unit) UNDERWRITING AGREEMENT [●], 2021 Barclays Capital Inc. As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), proposes to |
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| January 14, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.** Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Purchaser”). WHEREA |
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| January 14, 2021 |
Form of Letter Agreement among the Registrant and its officers and directors and sponsor.** Exhibit 10.2 [ ], 2021 Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY 10001 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), a |
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| January 14, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, (File No. |
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| January 14, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 14, 2021. Registration No. 333-251790 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Queen’s Gambit Growth Capital (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1571453 (State or other Juris |
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| December 29, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 29, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Queen’s Gambit Growth Capital (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 98-1571453 (State or other Jurisdiction of Incorporation |
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| December 29, 2020 |
Form of Administrative Services Agreement between the Registrant and sponsor.* Exhibit 10.8 QUEEN’S GAMBIT GROWTH CAPITAL 55 Hudson Yards, 44th Floor New York, NY 10001 [ ], 2021 Queen’s Gambit Holdings LLC 55 Hudson Yards, 44th Floor New York, NY 10001 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Queen’s Gambit Growth Capital (the “Company”) and Queen’s Gambit Holdings LLC (“Sponsor”), dated as of the date hereof, will con |
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| December 29, 2020 |
Exhibit 4.1 [Form of Unit Certificate] NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] QUEEN’S GAMBIT GROWTH CAPITAL UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (each, a “ |
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| December 29, 2020 |
Consent of Lone Fonss Schroder.* Exhibit 99.5 Consent of Director Nominee Queen’s Gambit Growth Capital Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Queen’s Gambit Growth Capital, the undersigned hereby consents to being named and described as a director nominee in th |
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| December 29, 2020 |
Exhibit 99.3 Consent of Director Nominee Queen’s Gambit Growth Capital Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Queen’s Gambit Growth Capital, the undersigned hereby consents to being named and described as a director nominee in th |
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| December 29, 2020 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 29, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between QUEEN’S GAMBIT GROWTH CAPITAL and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warr |
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| December 29, 2020 |
Consent of Jennifer Barbetta.* Exhibit 99.1 Consent of Director Nominee Queen’s Gambit Growth Capital Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Queen’s Gambit Growth Capital, the undersigned hereby consents to being named and described as a director nominee in th |
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| December 29, 2020 |
Consent of Cheryl Martin, Ph.D.* Exhibit 99.2 Consent of Director Nominee Queen’s Gambit Growth Capital Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Queen’s Gambit Growth Capital, the undersigned hereby consents to being named and described as a director nominee in th |
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| December 29, 2020 |
Consent of Elizabeth K. Weymouth.* Exhibit 99.6 Consent of Director Nominee Queen’s Gambit Growth Capital Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Queen’s Gambit Growth Capital, the undersigned hereby consents to being named and described as a director nominee in th |
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| December 29, 2020 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW QUEEN’S GAMBIT GROWTH CAPITAL Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the |
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| December 29, 2020 |
Form of Registration Rights Agreement among the Registrant, sponsor and the other parties thereto.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021 is made and entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto |
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| December 29, 2020 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, (File No. |
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| December 29, 2020 |
Form of Letter Agreement among the Registrant and its officers and directors and sponsor.* Exhibit 10.2 [], 2021 Queen’s Gambit Growth Capital 55 Hudson Yards, 44th Floor New York, NY 10001 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), an |
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| December 29, 2020 |
Exhibit 99.4 Consent of Director Nominee Queen’s Gambit Growth Capital Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Queen’s Gambit Growth Capital, the undersigned hereby consents to being named and described as a director nominee in th |
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| December 29, 2020 |
Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES Memorandum OF association of Queen’s Gambit Growth Capital Ref: JS/KW/C7649-168126 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM of ASSOCIATION OF Queen’s Gambit Growth Capital 1. The name of the company is Queen’s Gambit Growth Capital (the "Company"). 2. The registered office of the Company will be situate |
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| December 29, 2020 |
Exhibit 4.2 [Form of Class A Ordinary Share Certificate] NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] QUEEN’S GAMBIT GROWTH CAPITAL INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 OF QUEEN’S GAMBIT GROWTH CAPITAL (THE “COMPANY”) transfe |
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| December 29, 2020 |
Form of Underwriting Agreement.* Exhibit 1.1 22,500,000 Units QUEEN’S GAMBIT GROWTH CAPITAL ($10.00 per Unit) UNDERWRITING AGREEMENT [●], 2021 Barclays Capital Inc. As Representative of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), proposes to |
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| December 29, 2020 |
Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between QUEEN’S GAMBIT GROWTH CAPITAL, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adeq |
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| December 29, 2020 |
Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT December 9, 2020 This Securities Subscription Agreement (this “Agreement”), effective as of December 9, 2020, is made and entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes |
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| December 29, 2020 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.* Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Purchaser”). WHERE |
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| December 17, 2020 |
As confidentially submitted to the U.S. Securities and Exchange Commission on December 16, 2020 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 1 FORM |
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| December 17, 2020 |
SECURITIES SUBSCRIPTION AGREEMENT December 9, 2020 Exhibit 10.5 SECURITIES SUBSCRIPTION AGREEMENT December 9, 2020 This Securities Subscription Agreement (this “Agreement”), effective as of December 9, 2020, is made and entered into by and between Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), and Queen’s Gambit Holdings LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes |
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| December 17, 2020 |
Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES Memorandum OF association of Queen’s Gambit Growth Capital Ref: JS/KW/C7649-168126 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM of ASSOCIATION OF Queen’s Gambit Growth Capital 1. The name of the company is Queen’s Gambit Growth Capital (the "Company"). 2. The registered office of the Company will be situate |
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| December 17, 2020 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
