June 24, 2022
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: Swvl Holdings Corp
Statement on Form F-1
May 27, 2022
Ladies and Gentlemen:
This letter is submitted on behalf of Swvl Holdings Corp (the Company) in response to the comments from the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the Commission) in a letter to the Company dated June 23, 2022 (the Comment Letter) with respect to the above referenced amendment to the registration statement on Form F-1 filed with the Commission on May 27, 2022 (the Registration Statement). In connection with this letter responding to the Staffs comments, the Company is filing Amendment No. 2 to the Registration Statement (the Amendment No. 2), which will include changes in response to the Staffs comments.
The numbered paragraphs and headings below correspond to those set forth in the Comment Letter. Each of the Staffs comments is set forth in bold, followed by the Companys response to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 2. All references to page numbers in these responses are to pages of Amendment No. 2.
Amendment No. 1 to Registration Statement on Form F-1 Filed May 27, 2022
We note your amended disclosure in response to comment 3. Please revise to disclose how you determined the Selling Securityholders initial total commitment of $525,000,000.
Response: The Company has revised its disclosure on pages 5 and 58 to address the Staffs comment.
Please revise to update your disclosures throughout the filing, as applicable, consistent with the revised disclosure that you provide in response to our comment letter issued on June 23, 2022, with respect to Amendment No. 1 to your Registration Statement filed on Form F-1 (File No. 333-264416).
Response: The Company notes the Staffs comment and has revised the applicable disclosures accordingly.
* * *
Should you have any questions or comments with respect to Amendment No. 2 or this letter, please contact Nicholas A. Dorsey at 212-474-1764.
|/s/ Nicholas A. Dorsey|
|Nicholas A. Dorsey|
Swvl Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre