July 1, 2022
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attention: Cara Wirth
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 Staffs comments, the Company is filing Amendment No. 3 to the Registration Statement (the Amendment No. 3), 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. 3.
Amendment No. 2 to Registration Statement on Form F-1 Filed June 24, 2022
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 Staffs 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.
/s/ Nicholas A. Dorsey
Nicholas A. Dorsey
Swvl Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre