exchange would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. In connection with the proposed transaction, Holdings filed a registration statement on Form F-4 (File No. 333-259800) (as amended, the
Registration Statement) with the U.S. Securities and Exchange Commission (the SEC), which includes a joint proxy statement/prospectus. Queens Gambit and Holdings also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision, investors and security holders of Queens Gambit are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
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
able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of Queens Gambit as of a
record date to be established for voting on the business combination. Shareholders of Queens Gambit will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SECs website at www.sec.gov,
or by directing a request to: Queens Gambit Growth Capital, 55 Hudson Yards, 44th Floor, New York, New York, 10001.
Participants in the
Solicitation
Queens Gambit, Swvl and Holdings and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from Queens Gambits shareholders in connection with the proposed transaction. 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 Queens Gambit in the Registration Statement. Information about Queens Gambits directors and executive officers is also available in Queens Gambits Annual Form 10-K for the fiscal year ended December 31, 2020 and other relevant materials filed with the SEC. You may obtain a free copy of these documents as described in the preceding paragraph.
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 among Swvl, Holdings and Queens Gambit, 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.