SUPPLEMENT NO. 3, DATED MARCH 29, 2022
(to the Proxy Statement/Prospectus dated March 15, 2022)
SUPPLEMENT TO
PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF QUEEN’S GAMBIT GROWTH CAPITAL
PROSPECTUS FOR UP TO 5,742,417 UNITS, 159,716,814 CLASS A ORDINARY SHARES, 17,433,333 WARRANTS AND 17,433,333 CLASS A ORDINARY SHARES UNDERLYING WARRANTS OF PIVOTAL HOLDINGS CORP
This Supplement No. 3, dated March 29, 2022 (this “Supplement No. 3”), updates and supplements the proxy statement/prospectus dated March 15, 2022 (as supplemented to date, the “Proxy Statement/Prospectus”) with information relating to (1) the composition of Swvl Holdings Corp’s board of directors (the “Company’s Board of Directors”) upon consummation of the transactions contemplated by the Business Combination Agreement, dated as of July 28, 2021, by and among Swvl, Queens Gambit Growth Capital (“SPAC”), Pivotal Holdings Corp (the “Company”), Pivotal Merger Sub Company I (“Cayman Merger Sub”) and Pivotal Merger Sub Company II (“BVI Merger Sub”) (as amended and supplemented from time to time, the “Business Combination Agreement”) and (2) the waiver of a certain closing condition set forth in the Business Combination Agreement. The Company filed the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (“SEC”) as part of a registration statement on Form F-4 (Registration No. 333-259800).
This Supplement is being filed by the Company with the SEC to supplement certain information contained in the Proxy Statement/Prospectus. Except as otherwise set forth below, the information set forth in the Proxy Statement/Prospectus remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Proxy Statement/Prospectus.
This Supplement is not complete without, and may not be utilized except in connection with, the Proxy Statement/Prospectus, including any supplements and amendments thereto.
You should read carefully and in their entirety this Supplement and the Proxy Statement/Prospectus and all accompanying annexes and exhibits. In particular, you should review and consider carefully the matters discussed under the heading “Risk Factors” beginning on page 24 of the Proxy Statement/Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the Business Combination (as defined in the Proxy Statement/Prospectus) or the issuance of Company securities or determined if the Proxy Statement/Prospectus or this Supplement is accurate or complete. Any representation to the contrary is a criminal offense.
This supplement to the Proxy Statement/Prospectus is dated March 29, 2022.