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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. 333-264418
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. We note the significant
number of redemptions of your Class A Ordinary Shares in
connection with your
business combination, the number of Class A Ordinary Shares being
registered for resale
here and in your registration statement on Form F-1 filed April 12,
2022, File No.
333-264416 (Resale Form F-1) will constitute a number of shares that
is larger than your
current public float. Please highlight the significant negative impact
that the collective
sales of shares could have on the public trading price of the Class A
Ordinary Shares. Please
highlight the potential significant negative impact sales of shares
on this registration
statement, and separately, combined with the sales of shares in your
Resale Form F-1 could
have on the public trading price of the Class A Ordinary Shares.
Mostafa Kandil
FirstName LastNameMostafa Kandil
Swvl Holdings Corp
Comapany
May NameSwvl Holdings Corp
20, 2022
May 20,
Page 2 2022 Page 2
FirstName LastName
Prospectus Summary, page 1
2. 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 over time B. Riley Principal Capital, LLC may
purchase
approximately 86% of your current outstanding shares, while
consistently selling its
shares, as needed, to maintain 4.99% ownership. Please describe the
impact that such
continuous sales may have on the market price of your Class A Ordinary
Shares and
please disclose that B. Riley Principal Capital, LLC will generally be
able to sell all of
their shares for so long as the registration statement of which this
prospectus forms a part
is available for use, or earlier termination by the parties. Please
also revise to highlight
the fact that in your Resale Form F-1, 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) at the same time that
this registration statement is available for use. Please describe the
impact that such
continuous sales may have on the market price of your Class A Ordinary
Shares. Please
include risk factor disclosure that discusses the same.
General
3. Please disclose how you determined the total amount and material terms
of the equity
financing agreement with B. Riley Principal Capital, LLC, including a
discussion of any
material discussions or negotiations. Disclose the number of
shareholder redemptions as
of March 22, 2022, when you entered into the committed equity
financing agreement, and
whether you met the Minimum Cash Condition to close the Business
Combination on
that date, with a view to understanding the context in which this
agreement was
negotiated.
4. 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
May 20, 2022, with respect to your Resale Form F-1.
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.
Mostafa Kandil
Swvl Holdings Corp
May 20, 2022
Page 3
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