Swvl Holdings Corp and its subsidiaries
Notes to the condensed interim consolidated financial statements (unaudited)
For the six-month periods ended 30 June 2022 and 2021 (continued)
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Establishment and operations (continued) |
Reverse recapitalization (continued)
The Parent Companys Second Amended and Restated Memorandum and Articles of
Association authorizes the issuance of up to 555,000,000 shares, consisting of (a) 500,000,000 Class A Ordinary Shares and (b) 55,000,000 preferred shares. All outstanding Class A Ordinary Shares are fully paid and non-assessable. To the extent they are issued, certificates representing Class A Ordinary Shares are issued in registered form. All options, regardless of grant dates, will entitle holders to an equivalent
number of Class A Ordinary Shares once the vesting and exercising conditions are met.
Subsequent to the closing of the Transaction, there were
118,496,102 Class A Ordinary Shares with par value of $0.0001 per share that were outstanding and issued. There were also 17,433,333 Warrants outstanding, at the closing of the Transaction, each exercisable at $11.50 per one Class A
Ordinary Share, of which 11,500,000 are public warrants (Public Warrants) listed on NASDAQ and 5,933,333 private placement warrants (Private Warrants) held by the Sponsor (Note 12).
Pursuant to the terms of the Business Combination Agreement, at the Closing Date, among other things, each shareholder of Swvl Inc.s outstanding a)
Common Shares A, b) Common Shares B and c) Class A, B, C, D and D-1 preferred shares received approximately 1,510 (Conversion Ratio) shares of the Parent Companys common shares A and the
contingent right to receive certain Earnout Shares (Note 11), for each share of the Companys common shares, par value $0.0001 per share in exchange of original shares.
Concurrently at the Closing Date, each outstanding and unexercised option (vested or not) to purchase Swvl Inc.s Common Shares, was converted to an
option to purchase approximately 1,509.96 the Parent Companys common Shares A and the contingent right to receive certain Earnout restricted Stock Units (Earnout RSUs) at an exercise price per option equal to (x) the exercise
price per option divided by (y) the exchange ratio.
Considering the facts of the Business Combination Agreement, it was assumed that the quoted
price of the Companys Common Shares A inherently considers the impact of the contingently issuable Earnout Shares, and it was part of an equity transaction between parties to the Transaction.
In addition, pursuant to the terms of the Business Combination Agreement, at the Closing Date, each outstanding Queens Gambit Warrant was automatically
assumed and converted into a new Warrant to acquire new Swvls Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Queens Gambit Warrants.
In connection with the consummated Business Combination Agreement, certain investors (PIPE Investors) completed a private placement of 12,188,711
Common Shares A of the Parent Company for an aggregate purchase price of $111.5 million, of which $71.8 million were automatically exchanged to shares representing exchangeable notes issued by Swvl Inc. to certain PIPE investors prior to
the consummated Merger.
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