(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 15, 2022;

The Registrant’s Shell Company Report on Form 20-F filed with the Commission on March 31, 2022; and

The description of the Class A ordinary shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Exchange Act, on March  30, 2022 and all other amendments and reports filed for the purpose of updating such description, including in the Registrant’s Shell Company Report Form 20-F filed with the Commission on March 31, 2022.

Description

Filed herewith.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

/s/ Mostafa Kandil

/s/ Youssef Salem

/s/ Dany Farha

/s/ W. Steve Albrecht

/s/ Esther Dyson

/s/ Victoria Grace

/s/ Ahmed Sabbah

/s/ Lone Fønss Schrøder

/s/ Bjorn von Sivers

/s/ Gbenga Oyebode

Documents Reviewed

The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on 7 June 2022, including the Company’s Certificate of Incorporation and the memorandum and articles of association registered on 31 March 2022 (the “Memorandum and Articles”).

The records of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System from 1 January 2000 and available for inspection on 7 June 2022at the British Virgin Islands High Court Registry (the “High Court Registry”).

The written resolutions of the board of directors of the Company dated 28 July 2021, 2 March 2022, 31 March 2022, 12 April 2022, 14 April 2022, 19 April 2022 and 7 June 2022 (the “Resolutions”).

A Certificate of Incumbency dated 7 June 2022, issued by Maples Corporate Services (BVI) Limited, the Company’s registered agent (the “Registered Agent’s Certificate”).

A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 7 June 2022 (the “Certificate of Good Standing”).

A certificate from a director of the Company (the “Director’s Certificate”) (a copy of which is appended to this opinion at Appendix A).

The Registration Statement.

The 2021 Omnibus Incentive Compensation Plan.

The Swvl Inc. 2019 Share Option Plan, as amended.

Assumptions

The Plans have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws.

The Plans are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of England or the State of Delaware (as appropriate) (the “Relevant Law”) and all other relevant laws.

The choice of the Relevant Law as the governing law of the Plans (as appropriate) has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of England and the State of Delaware (as appropriate) and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the British Virgin Islands).

Where the Plans have been provided to us in draft or undated form, they will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of the Plans marked to show changes to a previous draft, all such changes have been accurately marked.

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

All signatures, initials and seals are genuine.

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Plans.

That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.

No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Shares.

The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

There is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Plans.

No monies paid to or for the account of any party under the Plans represents or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct Act (2013 Revision, as amended)).

There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

The Company has received, or will receive, cash consideration or non-cash consideration (the “Consideration”) in consideration for the issue of the Shares, and that:

none of the Shares have been, or will be, issued for less than their par value; and

to the extent that any Shares are, or will be, issued, in whole or in part, for non-cash consideration, the value of the non-cash consideration and cash consideration, if any, is not less than the amount to be credited for such Shares,

Opinions

The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (as amended) (the “Act”), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.

The Shares to be offered and issued by the Company pursuant to the provisions of the Plans, have been duly authorised for issue, and when issued by the Company pursuant to the provisions of the Plans for the consideration fixed thereto and duly registered in the Company’s register of members, will be validly issued and (assuming that all of the Consideration is received by the Company) will be fully paid and non-assessable, provided that, to the extent that any Shares are to be issued, in whole or in part, for non-cash consideration, the Company passes a resolution of directors in respect of such Shares stating:

the amount to be credited for the issue of such Shares; and

that, in their opinion, the present cash value of the non-cash consideration and cash consideration, if any, is not less than the amount to be credited for such Shares.

Qualifications

To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-British Virgin Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Plans or the Registration Statement.

Under British Virgin Islands law, the register of members is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. For the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Company’s Ordinary Shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands court.

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Maples and Calder

The Memorandum and Articles of Association of the Company registered on 31 March 2022 remain in full force and effect and are unamended.

The director resolutions dated 28 July 2021, 2 March 2022, 31 March 2022, 12 April 2022, 14 April 2022, 19 April 2022 and 7 June 2022 (the “Resolutions”) were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company). The Resolutions have not been amended, varied or revoked in any respect and the directors of the Company have not restricted or limited the powers of any future directors of the Company in any way.

The Company is authorised to issue a maximum of 555,000,000 shares divided into up to 500,000,000 Class A Ordinary Shares of US$0.0001 par value each and up to 55,000,000 Preferred Shares of US$0.0001 par value each. Immediately prior to the sale of the Ordinary Shares, the Company will have sufficient authorised but unissued shares in order for Ordinary Shares to be issued as contemplated by the Registration Statement.

The shareholders of the Company (the “Shareholders”) have not restricted or limited the powers of the directors of the Company in any way.

The directors of the Company at the date of the Resolutions (other than those resolutions passed on 28 July 2021 and 2 March 2022) and at the date of this certificate were and are Mostafa Kandil, Victoria Grace, Lone Fønss Schroder, Dany Farha, W.Steve Albrecht, Esther Dyson, Ahmed Sabbah, Bjorn von Sivers and Oluwagbemiga Oyebode. The directors of the Company at the date of the Resolutions passed on 28 July 2021 and 2 March 2022 were Mostafa Kandil and Youssef Salem.

The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent’s Certificate were prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

The Company has not created any charges over any of its property or assets.

Prior to, at the time of, and immediately following the implementation of the Plans the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the Plans for proper value and not with an intention to defraud or hinder its creditors or by way of fraudulent preference or wilfully defeat an obligation owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the Directors and/or the Member taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s property or assets.

The Company has at no time had employees.

To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company.

The Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company’s register of members.

The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

/s/ Mostafa Kandil

Security

Class

Title

Amount

Registered (1)

Proposed

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

This Registration Statement on Form S-8 (this “Registration Statement”) covers Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Swvl Holdings Corp (the “Registrant”), that may become issuable under (i) stock options outstanding under the Swvl Inc. 2019 Share Option Plan, as amended (the “2019 Plan”), as of the date of this Registration Statement, and (ii) the Swvl Holdings Corp Omnibus Incentive Compensation Plan (the “2021 Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional Ordinary Shares which may become issuable by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected without consideration which results in the increase in the number of the Registrant’s outstanding Ordinary Shares.

Represents (a) 11,849,610 Ordinary Shares reserved for issuance under the 2021 Plan and (b) 9,233,423 Ordinary Shares that may be issued in connection with outstanding options to purchase Ordinary Shares under the 2019 Plan and which may become available for issuance under the 2021 Plan to the extent such options expire or become unexercisable, or are forfeited, cancelled or otherwise terminated, in each case, without delivery of Shares or cash therefor, and which would have become available again for grant under the 2019 Plan in accordance with their respective terms (the number of Ordinary Shares under clauses (a) and (b), collectively, the “Plan Share Limit”). The Plan Share Limit will increase annually on the first day of each fiscal year beginning in 2023 by the number of Ordinary Shares equal to the lesser of (x) five percent (5%) of the total outstanding Ordinary Shares on the last day of the prior fiscal year or (y) such lesser amount determined by the Registrant’s Board of Directors.

Estimated for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Ordinary Shares reported on Nasdaq on June 1, 2022, which was US$5.11 per share.