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United States securities and exchange commission logo
May 20, 2022
Mostafa Kandil
Chief Executive Officer
Swvl Holdings Corp
The Offices 4, One Central
Dubai World Trade Center
Dubai, United Arab Emirates
Re: Swvl Holdings Corp
Registration
Statement on Form F-1
Filed April 21,
2022
File No. 333-264416
Dear Mr. Kandil:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed April 21, 2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the Selling
Securityholders paid
for such securities.
2. Please disclose the
exercise price(s) of the warrants compared to the market price of the
underlying security. We
note that the warrants are out the money. Please disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
Mostafa Kandil
FirstName LastNameMostafa Kandil
Swvl Holdings Corp
Comapany
May NameSwvl Holdings Corp
20, 2022
May 20,
Page 2 2022 Page 2
FirstName LastName
your ability to fund your operations on a prospective basis with your
current cash on hand.
3. We note the significant number of redemptions of your Class A Ordinary
Shares in
connection with your business combination and that the shares being
registered for resale
on this F-1 and your Form F-1 filed on April 21, 2022, File No.
333-264418, relating to
your committed equity financing agreement with B. Riley Principal
Capital, LLC
(Committed Equity Financing Form F-1) will exceed your public float.
We also note that
certain of the shares being registered for resale were purchased by
the Selling
Securityholders for prices considerably below the current market price
of the Class A
Ordinary Shares. Please highlight the significant negative impact
sales of shares on this
registration statement, and separately, combined with the sales of
shares in your
Committed Equity Financing Form F-1 could have on the public trading
price of the Class
A Ordinary Shares.
Prospectus Summary, page 1
4. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of your Class A Ordinary Shares. Your
discussion should
highlight the fact that a few of your shareholders are beneficial
owners of approximately
47% of your outstanding shares and will generally be able to sell all
of their shares (as
indicated in the Selling Securityholders table) for so long as the
registration statement of
which this prospectus forms a part is available for use.
Risk Factors, page 7
5. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement and your Committed
Equity Financing
Form F-1 could have on the public trading price of the Class A
Ordinary Shares. To
illustrate this risk, disclose the purchase price of the securities
being registered for resale
and the percentage that these shares currently represent of the total
number of shares
outstanding. Also disclose that even though the current trading price
is below the SPAC
IPO price, the private investors have an incentive to sell because
they will still profit on
sales because of the lower price that they purchased their shares than
the public investors.
Please also highlight the negative pressure potential sales of shares
could have on the
public trading price of the Class A Ordinary Shares specifically with
respect to the
potential resulting effects on meeting your Earnout Triggering Events,
which we note are
$12.50, $15.00, and $17.50.
Operating and Financial Review and Prospects, page 76
6. In light of the significant number of redemptions and the unlikelihood
that you will
receive significant proceeds from exercises of the warrants because of
the disparity
between the exercise price of the warrants and the current trading
price of the Class A
Ordinary Shares, expand your discussion of capital resources to
address any changes in
Mostafa Kandil
Swvl Holdings Corp
May 20, 2022
Page 3
your liquidity position since the business combination. If it likely that
you will have to
seek additional capital, outside of the Committed Equity Financing, which
we note you
already discuss on page 20, 39, and 76, or employee incentive plans,
please revise to state
as much discuss the effect of this offering on your ability to raise
additional capital.
General
7. Please revise your prospectus to disclose the price that each Selling
Securityholder paid
for the securities being registered for resale. Highlight any differences
in the current
trading price, the prices that the Sponsor, PIPE investors, and other
Selling
Securityholders acquired their shares and warrants, and the price that
the public
securityholders acquired their shares and warrants. Please disclose that
while the
Sponsor, PIPE investors, and other Selling Securityholders may experience
a positive rate
of return based on the current trading price, the public securityholders
may not experience
a similar rate of return on the securities they purchased due to
differences in the purchase
prices and the current trading price. Please also disclose the potential
profit the Selling
Securityholders will earn based on the current trading price. Lastly,
please include
appropriate risk factor disclosure.
8. You state on page 39 that "[f]uture resales of Swvl's shares may cause
the market price of
Swvl's shares to drop significantly, even if Swvl's business is doing
well." This risk factor
should be updated with specifics about the number and or value of shares
given that this
prospectus is facilitating those sales, along with the potential value of
shares for sale in
your Committed Equity Financing Form F-1, which we note is up to
$471,742,855 of
newly issued Class A Ordinary Shares.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202)
551-3264 with
any questions.
Sincerely,
FirstName LastNameMostafa Kandil
Division of
Corporation Finance
Comapany NameSwvl Holdings Corp
Office of Trade &
Services
May 20, 2022 Page 3
cc: Nicholas A. Dorsey
FirstName LastName