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Forward-Looking Statements
This presentation (the “Presentation”) contains “forward-looking statements”. Actual results may differ from the expectations, estimates and projections set forth herein and consequently, you should not rely on these forward-looking statements as predictions of future events. All statements that address activities, events or developments that Queen’s Gambit Growth Capital (“SPAC”), Pivotal Holdings Corp (“Holdings”) or Swvl Inc. (the “Company”) intend, expect or believe may occur in the future are forward-looking statements. Words such as “continue,” “anticipate,” “could,” “intend,” “target,” “may,” “potential,” “contemplate,” “believe,” “predict,” “project,” “plan,” “should,” “would,” “will,” “believe,” “estimate,” “budget,” “forecast” and “expect” or the negative of these words or other similar terms or expressions are intended to identify such forward-looking statements. These forward-looking statements may relate to, without limitation, such matters as SPAC’s, Holdings’ or the Company’s industry, business strategy, goals and expectations concerning market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings as well as SPAC’s, Holdings’ and the Company’s expectations with respect to the anticipated financial impacts of the potential business combination transaction between SPAC, Holdings and the Company (the “Potential Transaction”), the satisfaction of closing conditions to the Potential Transaction and the timing of the completion of the Potential Transaction.
The forward-looking statements contained in the Presentation are subject to uncertainty and changes in circumstances. None of SPAC, Holdings, the Company nor any of their respective affiliates, directors, officers, employees or representatives can guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of SPAC’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021. In addition, there will be risks and uncertainties described in documents filed by SPAC, Holdings and/or the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside SPAC’s, Holdings’ and the Company’s control and are difficult to predict. Factors that could cause or contribute to such differences include, but are not limited to those identified in the Presentation and other risks and uncertainties indicated from time-to-time described in SPAC’s registration on Form S-1, including those under “Risk Factors” therein, and in other documents filed with the SEC by SPAC, Holdings and/or the Company.
SPAC, Holdings and the Company caution that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should any of SPAC’s, Holdings’ or the Company’s assumptions prove incorrect, SPAC’s, Holdings’ and the Company’s actual results may vary in material respects from those projected in the Presentation. While SPAC, Holdings and the Company may elect to update the Presentation, including, without limitation, any forward-looking statements to reflect new information, subsequent events or circumstances or otherwise, SPAC, Holdings and the Company undertake no obligation to do so. These forward- looking statements should not be relied upon as representing SPAC’s, Holdings’ and the Company’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. None of SPAC, Holdings, the Company nor any of their respective affiliates undertakes any obligation to update this Presentation.
No Offer or Solicitation
This Presentation is for informational purposes only and is not a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This Presentation is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Use of Projections
The Presentation also includes certain statements, estimates, targets and projections that reflect management’s assumptions concerning anticipated future performance. None of SPAC’s, Holdings’ nor the Company’s independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in the Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of the Presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In the Presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. Such statements, estimates, targets and projections are based on significant assumptions and subjective judgments concerning anticipated results, which are inherently subject to risks, variability and contingencies, many of which are beyond SPAC’s, Holdings’ and the Company’s control. These assumptions and judgments may or may not prove to be correct and there can be no assurance that any projected results are attainable or will be realized. While all financial projections, estimates and targets are necessarily speculative, SPAC, Holdings and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of SPAC, Holdings, the Company or any combined entity after the Potential Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in the Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. SPAC, Holdings, the Company and their respective affiliates, directors, officers, employees and representatives disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained in or omitted from the Presentation and any such liability is expressly disclaimed.
Industry and Market Data
In the Presentation, SPAC, Holdings and the Company rely on and refer to publicly available information and statistics regarding market participants in the sectors in which the Company competes and other industry data. Any comparison of the Company to the industry or to any of its competitors is based on this publicly available information and statistics and such comparisons assume the reliability of the information available to the Company. The Company obtained this information and statistics from third-party sources, including reports by market research firms and company filings. While the Company believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. None of SPAC, Holdings nor the Company has independently verified the information provided by the third-party sources.
Trademarks
The Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in the Presentation may be listed without the TM, SM, © or ® symbols, but SPAC, Holdings and the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
Financial and Other Information
The financial information contained in the Presentation has been taken from or prepared based on the historical financial statements of the Company for the periods presented. An audit of these financial statements is in process. Accordingly, such financial information and data may not be included in, may be adjusted in or may be presented differently in any documents filed with the SEC by SPAC, Holdings and/or the Company in connection with the Potential Transaction. The Presentation contains certain estimated preliminary financial results and key operating metrics. This information is preliminary and subject to change. As such, actual results may differ from the estimated preliminary results presented here.
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