Item 1.02 Termination of a Material Definitive Agreement.
On
The foregoing descriptions of the Forward Purchase Agreement and the Termination
Agreement do not purport to be complete and are qualified in their entirety by
the terms and conditions of the Forward Purchase Agreement, which was previously
filed as Exhibit 10.1 to the Current Report on Form 8-K with the
Item 8.01 Other Events.
On
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The foregoing descriptions of the Subscription Agreement and the Subscription
Termination Agreement do not purport to be complete and are qualified in their
entirety by the terms and conditions of the Subscription Agreement, which was
previously filed as Exhibit 99.1 to the Current Report on Form 8-K with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit No. Description of Exhibits 10.1 Termination of the Forward Purchase Agreement, dated as ofJanuary 30, 2022 . 99.l Termination of the Subscription Agreement, dated as ofJanuary 30, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Legends
Additional Information and Where to Find It
This communication relates to the Proposed Transactions. This communication does
not constitute an offer to sell or exchange, or the solicitation of an offer to
buy or exchange, any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, sale or exchange would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. In connection with the Proposed Transactions, SPAC and Holdings
filed a registration statement on Form F-4 (File No. 333-259800) (as amended,
the "Registration Statement") with the
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS, ALL AMENDMENTS THERETO, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS
COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security
holders can obtain copies of these documents and other documents filed with the
Participants in Solicitation
SPAC, Swvl and Holdings and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from SPAC's
shareholders in connection with the Proposed Transactions. Investors and
security holders may obtain more detailed information regarding the names and
interests in the business combination of the directors and officers of Holdings,
Swvl and SPAC in the Registration Statement. Information about SPAC's directors
and executive officers is also available in SPAC's Annual Form 10-K for the
fiscal year ended
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Forward-Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between Swvl and SPAC, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical facts.
These statements are based on the current expectations of Swvl and/or SPAC's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on, by any investor as a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
Swvl and SPAC. These statements are subject to a number of risks and
uncertainties regarding Swvl's business and the business combination, and actual
results may differ materially. These risks and uncertainties include, but are
not limited to: general economic, political and business conditions, including
but not limited to the economic and operational disruptions and other effects of
the COVID-19 pandemic; the inability of the parties to consummate the business
combination or the occurrence of any event, change or other circumstances that
could give rise to the termination of the Business Combination Agreement; the
number of redemption requests made by SPAC's shareholders in connection with the
business combination; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the business
combination; the risk that the approval of the shareholders of Swvl or SPAC for
the potential transaction is not obtained; failure to realize the anticipated
benefits of the business combination, including as a result of a delay in
consummating the potential transaction or additional information that may later
arise in connection with preparation of the Registration Statement and proxy
materials, or after the consummation of the business combination as a result of
the limited time SPAC had to conduct due diligence; the risk that the business
combination disrupts current plans and operations as a result of the
announcement and consummation of the business combination; the ability of the
combined company to execute its growth strategy, manage growth profitably and
retain its key employees; competition with other companies in the mobility
industry; Swvl's limited operating history and lack of experience as a public
company; the recent implementation of certain policies and procedures to ensure
compliance with applicable laws and regulations, including with respect to
anti-bribery, anti-corruption, and cyber protection; the risk that Swvl is not
able to execute its growth plan, which depends on rapid, international
expansion; the risk that Swvl is unable to attract and retain consumers and
qualified drivers and other high quality personnel; the risk that Swvl is unable
to protect and enforce its intellectual property rights; the risk that Swvl is
unable to determine rider demand to develop new offerings on its platform; the
difficulty of obtaining required registrations, licenses, permits or approvals
in jurisdictions in which Swvl currently operates or may in the future operate;
the fact that Swvl currently operates in and intends to expand into
jurisdictions that are, or have been, characterized by political instability,
may have inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect foreign
investment or involvement; the risk that Swvl's drivers could be classified as
employees, workers or quasi-employees in the jurisdictions they operate; the
fact that Swvl has operations in countries known to experience high levels of
corruption and is subject to territorial anti-corruption laws in these
jurisdictions; the ability of Holdings to obtain or maintain the listing of its
securities on a
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No Offer or Solicitation
This Current Report on Form 8-K 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 Current Report on Form 8-K 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.
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