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Queen’s Gambit Growth Capital (GMBT) Adds $21.5M to Swvl PIPE
by Nicholas Alan Clayton on 2022-02-02 at 2:45pm

Queen’s Gambit (NASDAQ:GMBT) has added $21.5 million to the PIPE for its combination with Dubai-based ride-hailer Swvl one day after terminating a previous forward-purchase agreement (FPA).

These additions bring the total PIPE proceeds to $121.5 million and include commitments from the European Bank for Reconstruction and Development (EBRD), Agility, Luxor Capital Group, Chimera, and Zain. This is still below the deal’s $185 million minimum cash condition, but Swvl may be motivated to waive this if it proves an impediment to close as it has already put some of the PIPE capital to work.

Of the total PIPE amount, $66.5 million came in the form of convertible note financing that Swvl has already received to accelerate its growth. The $45.5 million of these notes that were issued in 2021 will be automatically exchanged for shares in the combined company at $8.50 per share while the remaining $21 million that were issued in 2022 will be exchanged at $9.10 per share.

Queen’s Gambit’s terms include a crescent term set at $9.20, but we won’t know if that condition is triggered until after this deal closes. The exercise price for Queen’s Gambit warrants will only be adjusted if equity-linked instruments priced under $9.20 per share represent at least 60% of all equity funding going into the deal after redemptions.

As it stands now, such instruments do not represent 60% of that amount since the SPAC still has $345 million in trust for the time being. Queen’s Gambit would further have to trade with a VWAP below $9.20 for 20 days starting on the day prior to consummating the transaction for the warrants to be adjusted (it opened Wednesday trading at $9.85).

In other words, more would need to change in order for this to come into play and Queen’s Gambit has nearly a full year left on its clock.

Queen’s Gambit initially announced its $1.1 billion combination with Swvl on July 28. Dubai-based Swvl operates a shared ride-hailing service using minibuses as an urban transport solution as well as a B2B service.



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