July 1, 2022
VIA EDGAR
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attention: Cara Wirth
| Mara Ransom |
| Re: | Swvl Holdings Corp |
| Amendment No. 2 |
| Registration Statement on Form F-1 |
| Filed June 24, 2022 |
| File No. 333-264418 |
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 July 1, 2022 (the “Comment Letter”) with respect to the above referenced amendment to the registration statement on Form F-1 filed with the Commission on June 24, 2022 (the “Registration Statement”). In connection with this letter responding to the Staff’s comments, the Company is filing Amendment No. 3 to the Registration Statement (the “Amendment No. 3”), which will include changes in response to the Staff’s comments.
The numbered paragraphs and headings below correspond to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 3.
Amendment No. 2 to Registration Statement on Form F-1 Filed June 24, 2022
General
| 1. | We note that paragraph 2.14 of the legal opinion filed as exhibit 5.1 assumes that the company is authorized to issue a certain number of shares, which is an impermissible assumption under Section II.B.3.a. of Staff Legal Bulletin No. 19. Please have counsel revise its opinion to remove this assumption. |
Response: The Company has revised Exhibit 5.1 to address the Staff’s comment.
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Should you have any questions or comments with respect to Amendment No. 3 or this letter, please contact Nicholas A. Dorsey at 212-474-1764.
| Sincerely,
/s/ Nicholas A. Dorsey |
| Nicholas A. Dorsey |
Copy to:
Mostafa Kandil
Youssef Salem
Swvl Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre
Dubai, UAE
VIA E-MAIL
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