Queen's Gambit Growth Capital filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 30, 2022, Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (the “Company”), convened an extraordinary general meeting of shareholders (the “Shareholders’ Meeting”). At the Shareholders’ Meeting, the Company’s shareholders voted on the proposals set forth below, each of which is described in greater detail in the final proxy statement filed by the Company with the U.S. Securities and Exchange Commission on March 15, 2022.
There were 43,125,000 ordinary shares issued and outstanding at the close of business on March 9, 2022, the record date (the “Record Date”) for the Shareholders’ Meeting. At the Shareholders’ Meeting, there were 32,617,092 shares present either by proxy or online, representing approximately 75.63% of the total outstanding shares of the Company’s ordinary shares as of the Record Date.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - The SPAC Merger Proposal
The merger of the Company with and into Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (as defined below) (“Cayman Merger Sub”), with Cayman Merger Sub surviving the merger (the “SPAC Merger”), at the date and time at which the SPAC Merger becomes effective (the “SPAC Merger Effective Time”) and the plan of merger in compliance with the Cayman Islands Companies Act (As Revised) (the “Cayman Plan of Merger”) and all other transactions contemplated by the Business Combination Agreement, dated as of July 28, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, Swvl Inc., a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands (“Swvl”), Pivotal Holdings Corp, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and, prior to the SPAC Merger Effective Time, a wholly owned subsidiary of Swvl (“Holdings”), Cayman Merger Sub and Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of the Company (“BVI Merger Sub”), occurring in connection with the SPAC Merger prior to the date of the Company Merger (as defined below) (the “Closing Date”), including the adoption of the Amended and Restated Memorandum and Articles of Association of Holdings to be in effect at the SPAC Merger Effective Time and the appointments in respect of the board of directors of Holdings (the “Holdings Board”) following the SPAC Merger Effective Time, and the Business Combination Agreement were approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 31,963,658 |
549,943 |
103,491 |
Proposal No. 2 - The Company Merger Proposal
The merger of BVI Merger Sub with and into Swvl, with Swvl surviving the merger as a wholly owned subsidiary of Holdings (the “Company Merger”), on the Closing Date (which shall be at least one business day after the date of the SPAC Merger Effective Time) at the date and time at which the Company Merger becomes effective (the “Company Merger Effective Time”) and to confirm, ratify, and approve in all respects all other transactions contemplated by the Business Combination Agreement occurring on or after the Closing Date, including the appointment of the Holdings Board following the Company Merger Effective Time and the adoption of the Second Amended and Restated Memorandum and Articles of Association of Holdings (the “Holdings Public Company Articles”) to be in effect at the Company Merger Effective Time were approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 31,963,659 |
549,942 |
103,491 |
Proposal No. 3 - The Advisory Organizational Documents Proposals
The shareholders approved, on a non-binding advisory basis, by ordinary resolution the following governance provisions in the Holdings Public Company Articles, which were presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions:
Proposal No. 3A - The Authorized Shares Proposal
A provision of the Holdings Public Company Articles to change the authorized share capital from the existing (a) 500,000,000 Class A ordinary shares, par value $0.0001 per share (b) 50,000,000 Class B ordinary shares, par value $0.0001 per share (c) 5,000,000 preference shares, par value $0.0001 per share, of the Company to an authorized share capital consisting of (a) 500,000,000 Class A ordinary shares, par value $0.0001 per share (“Holdings Common Shares A”) and (b) 55,000,000 preferred shares, par value $0.0001 per share, of Holdings was approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 28,101,586 | 3,339,119 | 1,176,387 |
Proposal No. 3B - The Voting Power Proposal
A provision of the Holdings Public Company Articles that will provide for one vote for each Holdings Common Share A held on all matters to be voted on by shareholders was approved and adopted on a non-binding advisory basis. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 30,391,288 | 1,049,847 | 1,175,957 |
Proposal No. 3C - The Ability to Bring Matters for Discussion Before a General Meeting Proposal
A provision of the Holdings Public Company Articles that will provide that a notice of a general meeting of shareholders must include items for which a written request has been given (no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the one-year anniversary of the preceding year’s annual general meeting) by one or more shareholders representing 30% or more of Holdings issued shares was approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 30,392,289 | 1,049,847 | 1,174,956 |
Proposal No. 3D - The Number of Directors Proposal
A provision of the Holdings Public Company Articles that will limit the number of directors to nine, provided however that Holdings may, by resolution of its directors, increase or reduce the number of directors was approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 29,852,961 | 1,588,051 | 1,176,080 |
Proposal No. 3E - The Election and Removal of Directors Proposal
A provision of the Holdings Public Company Articles pursuant to which: (i) any person properly nominated for election as a director may be appointed to the Holdings Board by a majority vote of the shareholders at a general meeting, (ii) in the interim between general meetings, the Holdings Board may, by resolution of directors, act to appoint any person to be a director, (iii) Holdings may only remove a director with cause and pursuant to a resolution passed by at least two-thirds of directors and (iv) Holdings shareholders may not act to remove directors, was approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 28,148,622 | 3,293,514 | 1,174,956 |
Proposal No. 3F - The Action by Written Consent of Shareholders Proposal
A provision of the Holdings Public Company Articles that will prohibit Holdings shareholders from taking any action by written consent was approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 27,608,835 | 3,832,328 | 1,175,929 |
Proposal No. 3G - The Amendment to Governing Documents Proposal
A provision of the Holdings Public Company Articles that will require a resolution passed by a majority of not less than seventy five (75) per cent of the votes of all those entitled to vote in order to adopt any future amendment to the Holdings Public Company Articles, regardless of how many votes are actually cast. Alternatively, the Holdings Public Company Articles may be amended by a resolution of directors was approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 27,609,502 | 3,831,734 | 1,175,856 |
As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Company’s final proxy statement was not presented to shareholders.
| Item 8.01 | Other Events |
Shareholders holding 29,227,806 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, unless any such redemption requests are withdrawn prior to 3:00 p.m. Eastern Time, on March 30, 2022, approximately $292,372,126.45 (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.
On March 30, 2022, a press release was issued announcing the results of the Shareholders’ Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit | |
| 99.1 | Press release dated March 30, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 30, 2022
| QUEEN’S GAMBIT GROWTH CAPITAL | ||
| By: | /s/ Victoria Grace | |
| Name: | Victoria Grace | |
| Title: | Chief Executive Officer | |