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Table of Contents
As filed with the Securities and Exchange Commission on August 29, 2022
Registration
No. 333-264416
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Post-Effective Amendment No. 1
to
FORM
F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 
 
Swvl Holdings Corp
(Exact name of Registrant as specified in its charter)
 
 
Not Applicable
(Translation of Registrant’s name into English)
 
 
 
British Virgin Islands
 
7372
 
98-1614508
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
The Offices 4, One Central
Dubai World Trade Center
Dubai, United Arab Emirates
+971 422411293
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212)
947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
Nicholas A. Dorsey
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
 
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), check the following box.  ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  
 
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
 
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form
F-1
(File
No. 333-264416)
of Swvl Holdings Corp (the “Registrant”) originally declared effective by the Securities and Exchange Commission (the “SEC”) on July 8, 2022 (the “Initial Registration Statement”).
The Registrant is filing this Post-Effective Amendment No. 1 pursuant to the undertakings in the Initial Registration Statement to update and supplement the information contained in the Initial Registration Statement to, among other things, include the Registrant’s consolidated financial statements and the notes thereto as of and for the six month period ended June 30, 2022 and for the six month period ended June 30, 2021.
The Registration Statement, as amended by this Post-Effective Amendment No. 1, relates solely to the registration of (a) 86,655,440 Class A Ordinary Shares, which includes up to 9,010,567 Class A Ordinary Shares which are issuable to certain former stockholders of Legacy Swvl as earnout consideration (valued as $10.00 per share at the time of the Business Combination) upon the achievement of certain stock price thresholds for our Class A Ordinary Shares, (b) 5,933,333 Private Placement Warrants and (c) the issuance by the Registrant of up to (i) 11,500,000 Class A Ordinary Shares issuable upon exercise of the Public Warrants, which warrants were previously registered and originally issued in the initial public offering of units of Queen’s Gambit Growth Capital, a Cayman Islands exempted company, at a price of $10.00 per unit with each unit consisting of one Class A Ordinary Share and one-third of one warrant (each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share) and (ii) 5,933,333 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants. No additional securities are being registered pursuant to this Post-Effective Amendment No. 1. All applicable registration fees were paid in connection with the initial filing of the Initial Registration Statement.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
 
Subject to Completion, dated August 29, 2022
PRELIMINARY PROSPECTUS
Swvl Holdings Corp
86,655,440 CLASS A ORDINARY SHARES,
5,933,333 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES AND
17,433,333 CLASS A ORDINARY SHARES UNDERLYING WARRANTS
 
 
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to (a) 86,655,440 Class A Ordinary Shares, which includes up to 9,010,567 Class A Ordinary Shares which are issuable to certain former stockholders of Legacy Swvl as earnout consideration (valued as $10.00 per share at the time of the Business Combination) upon the achievement of certain stock price thresholds for our Class A Ordinary Shares and (b) 5,933,333 Private Placement Warrants. The Class A Ordinary Shares described in clause (a) of the prior sentence include (i) 3,516,400 Class A Ordinary Shares issued to the PIPE Investors at a cash price of $10.00 per share, (ii) 8,016,217 Class A Ordinary Shares issued to certain PIPE Investors who effectively
pre-funded
Swvl with the Swvl Exchangeable Notes at an exchange rate of $8.50 per share, $9.10 per share or $9.50 per share, (iii) 8,625,000 Class A Ordinary Shares issued to the Sponsor at a cash price of $0.003 per share and (iv) 57,487,256 Class A Ordinary Shares issued to Selling Securityholders who were former equityholders of Legacy Swvl as equity merger consideration pursuant to the Business Combination at an equity consideration value of $10.00 per share. The Private Placement Warrants described in clause (b) of such sentence were originally issued in a private placement at a cash price of $1.50 per warrant.
In addition, this prospectus relates to the issuance by us of up to (a) 11,500,000 Class A Ordinary Shares issuable upon exercise of the Public Warrants, which warrants were previously registered and originally issued in the initial public offering of units of Queen’s Gambit Growth Capital, a Cayman Islands exempted company, at a price of $10.00 per unit with each unit consisting of one Class A Ordinary Share and
one-third
of one warrant (each Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share) and (b) 5,933,333 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants.
The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
We are registering these securities for resale by the Selling Securityholders, or their donees, pledgees, transferees or their successors that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. See “Plan of Distribution”.
We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. When the market price for our Class A Ordinary Shares is less than $11.50 per share (i.e., the Warrants are “out of the money”), which it is as of August 22, 2022, we believe warrant holders will be unlikely to exercise their Warrants.
Our Class A Ordinary Shares and Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”), under the trading symbols “SWVL” and “SWVLW,” respectively. On August 22, 2022, the closing price for our Class A Ordinary Shares on Nasdaq was $1.56. On August 22, 2022, the closing price for our Warrants on Nasdaq was $0.0992.
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The Class A Ordinary Shares and Warrants being offered for resale in this prospectus (collectively, the “Resale Securities”) represent a substantial percentage of the total outstanding shares of our Class A Ordinary Shares as of the date of this prospectus. The outstanding Class A Ordinary Shares being offered in this prospectus represent approximately 57% of our outstanding Class A Ordinary Shares, assuming the Class A Ordinary Shares issuable upon the achievement of certain stock price thresholds are not outstanding, or 64% assuming they are outstanding. Additionally, if all the Warrants are exercised, the Selling Securityholders would own an additional
17,433,333 shares of Class A Ordinary Shares, representing an additional 11.4% of the total outstanding Class A Ordinary Shares. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our Class A Ordinary Shares. In addition to the Selling Securityholders, (1) B. Riley Principal Capital, LLC (“B. Riley”) may sell a substantial number of our securities, with a potential value of up to $462.5 million pursuant to a separate resale prospectus and equity line financing facility (the “B. Riley Facility”), and (2) an institutional investor (the “Institutional Investor”) may sell a substantial number of our securities pursuant to a separate resale prospectus in connection with an institutional PIPE investment (the “Institutional PIPE Investment”). For a description of the B. Riley Facility, please refer to the “Operating and Financial Review and Prospects” section of this prospectus. For a description of the Institutional PIPE Investment, please refer to the “Recent Developments” and “Operating and Financial Review and Prospects” sections of this prospectus. The sale of all the securities being offered in this prospectus together with the sale of the securities held by B. Riley and the Institutional Investor, or the perception that these sales could occur, could depress the market price of our securities. Despite such a decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above and the public trading price of our securities. Based on the closing price of our Class A Ordinary Shares of $1.56 as of August 22, 2022, upon the sale of our Class A Ordinary Shares, (a) the PIPE Investors may experience a potential loss of up to $8.44 per share, (b) the PIPE Investors who effectively
pre-funded
Swvl with the Swvl Exchangeable Notes may experience a potential loss of up to $6.94 - $7.94 per share, (c) the Sponsor may experience a potential profit of up to $1.56 per share and (d) the Selling Securityholders who were former equityholders of Legacy Swvl may experience a potential loss of up to $8.44 per share. Based on the closing price of our Warrants of $0.0992 as of August 22, 2022, upon the sale of the Private Placement Warrants, the Sponsor may experience a potential loss of up to $1.40 per Private Placement Warrant.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “ermerging growthcompany” and a “foreign private issuer” each as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary—Emerging Growth Company” and “Prospectus Summary—Foreign Private Issuer”, respectively.
 
 
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “
” beginning on page 10 of this prospectus before you make an investment in the securities.
Neither the Securities and Exchange Commission (the “SEC”) nor any state or foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
Prospectus dated                , 2022

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F-1
 
Except as otherwise set forth in this prospectus, we have not taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
 
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TRADEMARKS, SERVICE MARKS AND TRADE NAMES
This prospectus includes certain trademarks, service marks and trade names, such as “Swvl”, which are registered under applicable intellectual property laws and are Swvl’s property or for which Swvl has pending applications or common law rights. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus are listed without any
®
,
or other symbols, but Swvl intends to assert, to the fullest extent under applicable law, its right or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are, to our knowledge, the property of their respective owners. The use or display of other companies’ trademarks, service marks or trade names should not be interpreted to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
CURRENCY AND EXCHANGE RATES
In this prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars and all references to “$” mean U.S. dollars. Certain monetary amounts described herein have been expressed in U.S. dollars for convenience only and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.
INDUSTRY AND MARKET DATA
Unless otherwise indicated, information contained in this prospectus concerning Swvl’s industry, including Swvl’s general expectations and market position, market opportunity and market share, is based on information obtained from various independent publicly available sources and reports, as well as management estimates. Swvl has not independently verified the accuracy or completeness of any third-party information. While Swvl believes that the market data, industry forecasts and similar information included in this prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. In addition, assumptions and estimates of Swvl’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” and “Operating and Financial Review and Prospects” in this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form
F-1
filed with the SEC by Swvl Holdings Corp. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find Additional Information.” You should rely only on information contained in this prospectus, any prospectus supplement and any related free writing prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement and any related free writing prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.
 
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The Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”
Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding.
Throughout this prospectus, unless otherwise designated or the context otherwise requires, the terms “we”, “us”, “our”, “Holdings”, “Swvl”, “the Company” and “our company” refer to Swvl Holdings Corp and its subsidiaries; provided, however, that when used with reference to the period prior to the consummation of the Business Combination, the terms “Swvl” or “Legacy Swvl” refer to Swvl Inc. and its subsidiaries.
PRESENTATION OF FINANCIAL INFORMATION
SPAC
The historical financial statements of Queen’s Gambit Growth Capital (“SPAC”) as of December 31, 2020 and 2021, and the period from December 9, 2020 (inception) through December 31, 2020 and for the year ended December 31, 2021, were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and are denominated in U.S. dollars.
Swvl
The historical financial statements of Swvl as of and for the years ended December 31, 2019, 2020 and 2021 and as of and for the six month period ended June 30, 2022 and for the six month period ended June 30, 2021 were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are denominated in U.S. dollars.
NON-IFRS FINANCIAL
MEASURES
Swvl reports certain financial information
using non-IFRS financial
measures, including Adjusted EBITDA and Contribution Margin. Swvl believes that these measures provide information that is useful to investors in understanding the performance of Swvl and facilitate a comparison of Swvl’s interim and full-year results from period to period.
These non-IFRS financial
measures do not have any standardized meaning under IFRS and may not be comparable with similar measures used by other companies. For
certain non-IFRS financial
measures, there are no directly comparable amounts under IFRS. The presentation of
the non-IFRS financial
measures included herein is not meant to be considered in isolation or as a substitute for Swvl’s audited consolidated financial results or condensed interim consolidated financial results prepared in accordance with IFRS. For more information on
the non-IFRS financial
measures used in this prospectus, please see “Operating and Financial Review and Prospects—Key Business and
Non-IFRS
Financial Measures”.
CERTAIN DEFINED TERMS
Unless the context otherwise requires, references in this prospectus to:
 
   
“Articles” are to the Second Amended and Restated Memorandum and Articles of Association of the Company;
 
   
“B2B” are to “business to business”;
 
   
“B2C” are to “business to consumer”;
 
   
“Board” are to the board of directors of the Company;
 
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“bookings” are to seats that have been reserved by riders on a ride;
 
   
“Business Combination Agreement” are to that certain Business Combination Agreement, dated as of July 28, 2021, by and among Swvl, SPAC, the Company, Cayman Merger Sub and BVI Merger Sub, as amended;
 
   
“Business Combination” are to the transactions effected by the Business Combination Agreement;
 
   
“BVI” are to the British Virgin Islands;
 
   
“BVI Companies Act” are to the BVI Business Companies Act (as amended);
 
   
“BVI Merger Sub” are to Pivotal Merger Sub Company II Limited, a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands;
 
   
“captains” are to drivers using Swvl’s platform;
 
   
“Cayman Merger Sub” are to Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability;
 
   
“Earnout RSUs” are to restricted stock units in respect of Earnout RSU Shares;
 
   
“Earnout RSU Shares” are to Class A Ordinary Shares that will be issued in settlement of Earnout RSUs upon the achievement of certain price targets or occurrence of a “change of control” event, as more fully described in the section titled “Class A Ordinary Shares Eligible for Future Sale—Earnout”;
 
   
“Earnout Shares” are to the up to 15,000,000 additional Class A Ordinary Shares (inclusive of Earnout RSU Shares) issuable pursuant to the Business Combination Agreement upon the achievement of certain price targets or the occurrence of a “change of control” event, as more fully described in the section titled “Class A Ordinary Shares Eligible for Future Sale—Earnout”;
 
   
“Exchange Act” are to the Securities Exchange Act of 1934;
 
   
“FINRA” are to the Financial Industry Regulatory Authority;
 
   
“Lock-Up
Agreement” are to the
Lock-Up
Agreement entered into concurrently with the execution and delivery of the Business Combination Agreement by and among the Company, certain shareholders of SPAC and certain shareholders of Legacy Swvl effective as of the Closing;
 
   
“Private Placement Warrants” are to the warrants the SPAC originally issued to the Sponsor in a private placement prior to the Business Combination and which, pursuant to the Business Combination Agreement and the Warrant Agreement, were subsequently assumed by Swvl, and converted into warrants of Swvl, upon consummation of the Business Combination;
 
   
“Public Warrants” are to the warrants the SPAC issued in connection with its initial public offering and which, pursuant to the Business Combination Agreement and the Warrant Agreement, were subsequently assumed by Swvl, and converted into warrants of Swvl, upon consummation of the Business Combination;
 
   
“riders” are to persons filling seats on rides;
 
   
“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
 
   
“seats” are to physical spaces on rides that can be booked by riders;
 
   
“Service Provider” are to any employee, officer, director, individual independent contractor or individual consultant of Swvl;
 
   
“SPAC” are to Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability;
 
   
“Sponsor” are to Queen’s Gambit Holdings LLC, a Delaware limited liability company;
 
   
“Warrants” are to the Public Warrants and Private Placement Warrants; and
 
   
“Warrant Agreement” are to the Warrant Agreement, dated January 19, 2021, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent, as amended.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus constitute forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include all matters that are not historical facts, and generally relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions. Forward-looking statements reflect our current views with respect to, among other things, the benefits of the Business Combination, the Company’s capital resources, results of operation, financial condition, liquidity, prospects, growth and strategies, future market conditions, economic performance and developments in the capital and credit markets. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this prospectus reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results, levels of activity, performance, or achievements to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
 
   
the ability to obtain or maintain the listing of our securities on Nasdaq;
 
   
the risk that the consummation of the transactions disrupts current plans and operations of Swvl;
 
   
the parties’ ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Swvl to grow and manage growth profitably;
 
   
Swvl’s incurrence of substantial transaction costs related to the Business Combination;
 
   
Swvl’s success in attracting and retaining riders and qualified drivers or changes in its officers, key employees or directors following the Business Combination;
 
   
the risk of reputational challenges based on the behavior of drivers using Swvl’s platform or performance of its operations, including safety, reliability and quality of its services;
 
   
changes in applicable laws or regulations;
 
   
the possibility that
COVID-19
may adversely affect the results of operations, financial position, and cash flows of Swvl;
 
   
technological changes, particularly across the SaaS/TaaS vertical;
 
   
the inability of our management team to properly manage a public company, which may result in difficulty adequately operating and growing its business;
 
   
data security or privacy breaches, as well as defects, errors, outages or vulnerabilities in Swvl’s technology and that of third-party providers; and
 
   
the possibility that Swvl may be adversely affected by other economic, business, legal or competitive factors.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Except as otherwise required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this prospectus, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors.” You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us.
 
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PROSPECTUS SUMMARY
This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. You should read the following summary together with the more detailed information in this prospectus, any related prospectus supplement and any related free writing prospectus, including the information set forth in the section titled “Risk Factors” in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.
Overview
We are a technology-driven disruptive mobility company that aims to provide reliable, safe, cost-effective and environmentally responsible mass transit solutions. Our mission is to identify and solve inefficiencies associated with
low-quality
or sometimes
non-existent
public transportation infrastructure in urban areas that are in critical need of such services. Our technology and services provide commuters, travelers and businesses with a valuable alternative to traditional public transportation, taxi companies or other ridesharing companies. Through our Swvl platform, we provide thousands of riders per day with a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go.
Our first-developed product is the business to consumer (“B2C”) Swvl Retail offering, which provides riders with a network of minibuses and other vehicles running on fixed or semi-fixed routes within cities. Commuters use our Swvl mobile application to book rides between
pre-defined
pick-up
points located throughout the city. Our service is powered by a suite of proprietary technologies that regularly optimize routing, predict rider demand, set pricing and provide a seamless user experience for customers and drivers. We believe that our platform offers a transportation alternative that is more efficient, reliable and safe than traditional public transportation options, at an accessible price point. This has allowed us to grow our business rapidly. As of June 30, 2022, more than 2.8 million users have booked more than 112.5 million rides on Swvl.
With our Swvl Travel offering, riders can book rides on long-distance intercity routes on either vehicles available exclusively through the Swvl platform or through third-party services marketed through Swvl.
Leveraging the technology that we use for our Retail and Travel offerings, we also offer “transport as a service” (“TaaS”) enterprise products (marketed as Swvl Business) for businesses, schools, municipal transit agencies and other customers that operate their own transportation programs. These products include, among other things, access to our Swvl Business platform, use of our proprietary technologies, consulting and reporting services and use of the vehicles and drivers on our network to operate such transportation programs. We package our TaaS products to meet the specific needs of each customer. As of June 30, 2022, more than 370 companies across diverse industries, including technology, finance, food and beverage, consulting and healthcare, use our TaaS products. During 2022, we have expanded our Swvl Business offerings by introducing “software as a service” (“SaaS”) products, which allow customers with their own vehicle fleets to utilize the benefits of our platform and technologies. We plan to continue our SaaS expansion efforts throughout the third and fourth quarters of 2022.
Our business was founded on February 8, 2017 by Mostafa Kandil, our Chief Executive Officer, Mahmoud Nouh and Ahmed Sabbah. We launched our first commuter services in Cairo, Egypt in March 2017, before expanding to Alexandria, Egypt the same year. As of June 30, 2022, we have expanded our operations to over 135 cities across over 20 countries. In January 2019, we commenced operations in Nairobi, Kenya. Namely, in the second half of 2019, we commenced operations in major cities in Pakistan, including Lahore, Islamabad and Karachi, and relocated our headquarters from Cairo, Egypt to Dubai, United Arab Emirates. In 2020 and 2021,
 
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we also launched TaaS offerings in the United Arab Emirates, Jordan, Saudi Arabia, Malaysia and the United Arab Emirates. In 2022, our acquisitions of controlling interests in Shotl and Viapool and acquisitions of Volt Lines, door2door and Urbvan have enabled us to expand our global footprint and offer TaaS and/or SaaS products in Switzerland, France, Italy, United Kingdom, Japan and Kuwait.
Recent Developments
Institutional PIPE Financing
On August 10, 2022, we entered into a securities purchase agreement with the Institutional Investor pursuant to which we sold 12,121,214 Class A Ordinary Shares of the Company at a purchase price of $1.65 per Class A Ordinary Share, which purchase price included series A and series B warrants of the Company immediately exercisable upon issuance for one Class A Ordinary Share at an exercise price of $1.65 (such transactions, the “Institutional Investor Private Placement”). The series A warrants provide the right to purchase up to 12,121,214 Class A Ordinary Shares for a period of five years (the “Series A Warrants”). The series B warrants provide the right to purchase up to 6,060,607 Class A Ordinary Shares for a period of two years (the “Series B Warrants”, and together with the Series A Warrants, the “Institutional Investor Warrants”). A.G.P./Alliance Global Partners acted as the sole placement agent for the Private Placement and received customary compensation for its services, including the issuance thereto of 121,212 Class A Ordinary Shares.
Pursuant to the terms of the securities purchase agreement with the Institutional Investor, Swvl agreed to, among other things, refrain from (i) issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of certain of its securities (including Class A Ordinary Shares pursuant to the B. Riley Facility) for a period commencing August 10, 2022 until the date that is 60 calendar days after the date that the SEC declares effective the registration statement registering the resale of the Class A Ordinary Shares and Class A Ordinary Shares issuable upon exercise of the Institutional Investor Warrants (or, in the event of a “review” by the SEC of the Registration Statement, 30 days after the date that the SEC declares the registration statement registering the resale of the Institutional Investor securities effective) (such period, the “Restricted Period”) and (ii) entering into variable rate transactions (as defined in the securities purchase agreement with the Institutional Investor), subject to certain exceptions, for a period of 12 months after the SEC declares the registration statement registering the resale of the Institutional Investor securities effective.
Swvl previously disclosed that it expected to utilize approximately $50,000,000 of the B. Riley Facility in the third calendar quarter of 2022, assuming that the requisite conditions to its use were satisfied during such period. Swvl had also disclosed that its actual use of the facility could be higher or lower depending on a number of factors, such as working capital needs, acquisitions, cost of capital and liquidity in its common stock. In light of the approximately $20,000,000 in gross proceeds from the Institutional Investor Private Placement, Swvl has adjusted its previously disclosed estimate of $50,000,000 downwards on a
dollar-for-dollar-basis
to $30,000,000. As of August 10, 2022, Swvl had raised approximately $9.2 million of proceeds from the B. Riley Facility. As a result of the covenant not to utilize the B. Riley Facility during the Restricted Period, Swvl currently believes that some or all of the remaining approximately $20.8 million estimated use of such facility will now occur in the fourth calendar quarter of 2022.
In connection with the Institutional Investor Private Placement, the Company also entered into a registration rights agreement (the “Institutional Investor Registration Rights Agreement”) pursuant to which Swvl agreed to, among other things, (i) file the Institutional Investor Registration Statement no later than August 30, 2022 and (ii) use its reasonable best efforts to cause the Institutional Investor Registration Statement to become effective as promptly as practicable thereafter, and, in any event no later than 90 days after the closing of the Institutional Investor Private Placement.
In connection with the Institutional Investor Private Placement, certain of the directors of Swvl, pursuant to
lock-up
agreements similar in form to the
lock-up
agreements to which certain of Swvl’s officers and directors
 
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are currently subject (the “Institutional Investor
 
Lock-Up
 
Agreements”), agreed not to sell or transfer any of Swvl’s Class A Ordinary Shares which they currently hold, subject to certain exceptions, during the Restricted Period.
Termination of Definitive Agreement to Acquire Zeelo
On July 29, 2022, Swvl and Zeelo LTD. (“Zeelo”) agreed to terminate their previously-announced transaction whereby Swvl would acquire Zeelo. The acquisition transaction was announced on April 28, 2022 and was expected to close in the second quarter of 2022. All
pre-completion
obligations were met, but following financial market volatility, Swvl and Zeelo mutually agreed to terminate the planned transaction.
Swvl Global FZE, a subsidiary of Swvl, previously funded a $5,000,000 convertible promissory note to Zeelo. In connection with the termination of the acquisition transaction, Swvl Global FZE and Zeelo mutually agreed to terminate the convertible promissory note and Swvl Global FZE forgave the $5,000,000 balance thereunder.
Acquisition of Urbvan
On July 11, 2022, Swvl acquired Urbvan Mobility Ltd (“Urbvan”), a shared mobility platform that provides tech-enabled transportation services to Latin America’s second largest country by population. The transaction was announced and closed on July 11, 2022. We believe acquiring Urbvan provides a strong foothold for growth in Mexico and the broader Latin American market and contributes to the key objectives of our recently announced portfolio optimization plan, including focusing on high profitability TaaS and SaaS segments and extracting more value from our proprietary technology stack. This transaction involved Swvl issuing warrants as part of the transaction consideration, which will dilute current shareholders. See the section titled “
Risk Factors—Risks Related to Operational Factors Affecting Swvl—Swvl’s acquisitions of controlling interests in Shotl and Viapool and acquisitions of Volt Lines, door2door and Urbvan may not be beneficial to Swvl as a result of the cost of integrating geographically disparate operations and the diversion of management’s attention from Swvl’s existing business, among other things, and those transactions involve the issuance of equity securities, which dilutes the interests of our existing shareholders. In addition, Swvl may not consummate all acquisitions that it announces
.”
Extension of Certain
Lock-Up
Agreements
Certain shareholders and directors and/or officers of Swvl, including its principal shareholders (including Sponsor) and key executives (collectively, the
“Lock-Up
Holders”) are subject to
lock-up
restrictions pursuant to certain
lock-up
agreements that were entered into concurrently with the execution and delivery of the Business Combination Agreement. On July 10, 2022, Swvl and the
Lock-Up
Holders subsequently entered into extensions to their respective
lock-up
agreements (the
“Lock-Up
Extensions”) pursuant to which the
Lock-Up
Holders agreed (i) to extend the relevant time period during which the
lock-up
restrictions apply from September 30, 2022 to March 31, 2023, or from March 31, 2023 to September 30, 2023, as applicable (depending on the applicable
Lock-Up
Holder’s beneficial ownership of Class A Ordinary Shares) and (ii) to postpone the start of the measurement period of the trading price based release from August 28, 2022 to February 24, 2023. Additionally, pursuant to the
Lock-Up
Extensions, Swvl and the
Lock-Up
Holders agreed to permit the transfers of Class A Ordinary Shares by the
Lock-Up
Holders to any equity holder of the respective
Lock-Up
Holder to the extent necessary for such equity holder, or any affiliates of such equity holder, to meet any reasonably anticipated capital calls, obligations, commitments or liabilities entered into before the date of the
Lock-Up
Extension as determined by the respective
Lock-Up
Holder; provided, however, that such transfers will not be permitted on a date prior to which a transfer would have been permitted pursuant to the time based release or the trading price based release of the
lock-up
agreements as in effect on the execution date of the original
lock-up
agreements.
 
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Business Combination
On March 31, 2022, the Company consummated the previously announced business combination pursuant to the Business Combination Agreement. Pursuant to the Business Combination Agreement, among other things, (a) SPAC merged with and into Cayman Merger Sub (the “SPAC Merger”), with Cayman Merger Sub surviving the SPAC Merger (Cayman Merger Sub, in its capacity as the surviving company of the SPAC Merger, the “SPAC Surviving Company”) and becoming the sole owner of all of the issued and outstanding shares, par value $1.00 per share, of BVI Merger Sub (each, a “BVI Merger Sub Common Share”), (b) concurrently with the consummation of the SPAC Merger, the Company redeemed each Class A Ordinary Share and each Class B ordinary share, par value $0.0001, of the Company (each, a “Common Share B”) issued and outstanding immediately prior to the SPAC Merger for par value, (c) following the SPAC Merger, the SPAC Surviving Company distributed all of the issued and outstanding BVI Merger Sub Common Shares to the Company (the “BVI Merger Sub Distribution”) and (d) following the BVI Merger Sub Distribution, BVI Merger Sub merged with and into Legacy Swvl (the “Company Merger”), with Legacy Swvl surviving the Company Merger as a wholly owned subsidiary of the Company. As a result of the Business Combination, the SPAC Surviving Company and Legacy Swvl each became wholly owned subsidiaries of the Company and the securityholders of SPAC and Legacy Swvl became securityholders of the Company.
As part of the Business Combination, at the effective time of the SPAC Merger (the “SPAC Merger Effective Time”), among other things, (a) each Class A ordinary share, par value $0.0001 per share, of SPAC (each, a “SPAC Class A Ordinary Share”) issued and outstanding immediately prior to the SPAC Merger Effective Time was automatically cancelled, extinguished and converted into the right to receive one Class A Ordinary Share and (b) each Class B ordinary share, par value $0.0001 per share, of SPAC, was automatically cancelled, extinguished and converted into the right to receive one Common Share B, (c) each fraction of or whole warrant to purchase SPAC Class A Ordinary Shares (each, a “SPAC Warrant”) issued, outstanding and unexercised immediately prior to the SPAC Merger Effective Time was automatically assumed and converted into a fraction or whole Warrant, to acquire (in the case of a whole warrant) one Class A Ordinary Share, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former warrants of SPAC and (d) without duplication of the foregoing, each unit of SPAC, comprised of one SPAC Class A Ordinary Share and
one-third
of one SPAC Warrant, existing and outstanding immediately prior to the SPAC Merger Effective Time was automatically cancelled, extinguished and converted into one unit of the Company (each, a “Unit”), comprised of one Class A Ordinary Share and
one-third
of one Warrant.
As part of the Business Combination, at the effective time of the Company Merger (the “Company Merger Effective Time”), among other things, (a) the Units separated into their component securities and ceased to exist, (b) all of Legacy Swvl’s ordinary common shares A of no par value, all of Legacy Swvl’s ordinary common shares B of no par value (“Common Shares B”) and all preferred shares of Legacy Swvl (collectively, “Legacy Swvl Shares”) outstanding immediately prior to the Company Merger Effective Time (excluding any Legacy Swvl Shares held in treasury by Legacy Swvl) were automatically cancelled, extinguished and converted into the right to receive (i) a number of Class A Ordinary Shares equal to an exchange ratio of approximately 1509.96x, and (ii) upon the satisfaction of certain conditions set forth in the Business Combination Agreement, the applicable per share earnout consideration (the “Per Share Earnout Consideration”), in each case without interest and (c) each then outstanding and unexercised option to purchase Common Shares B (each, a “Legacy Swvl Option”), whether or not vested, were assumed and converted into (i) an option to purchase a number of Class A Ordinary Shares (such option, an “Exchanged Option”) equal to the product of (A) the number of Common Shares B subject to such Legacy Swvl Option (assuming payment in cash of the exercise price of such Legacy Swvl Option) immediately prior to the Company Merger Effective Time multiplied by (B) the exchange ratio, at an exercise price per share equal to (x) the exercise price per share of such Legacy Swvl Option immediately prior to the Company Merger Effective Time, divided by (y) the exchange ratio (which option will remain subject to the same vesting terms as such Legacy Swvl Option) and (ii) a number of restricted stock units that will be settled in Class A Ordinary Shares upon the satisfaction of certain price targets or the occurrence of a
 
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“change of control” event. Concurrently with the consummation of the Company Merger at the Company Merger Effective Time, then outstanding convertible notes of Legacy Swvl also converted into the right to receive Class A Ordinary Shares.
In connection with the transactions contemplated by the Business Combination Agreement, SPAC and the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and the Company agreed to sell to the PIPE Investors in a private placement at or after the Company Merger Effective Time, Class A Ordinary Shares for a purchase price of $10.00 per share, representing an aggregate purchase price of $49.7 million, of which $39.7 million was received by the Company at the Company Merger Effective Time. In addition, Legacy Swvl issued $71.8 million of exchangeable notes (the “Swvl Exchangeable Notes”) to investors, including certain of the PIPE Investors, which such Swvl Exchangeable Notes were automatically exchanged for Class A Ordinary Shares. The aggregate number of Class A Ordinary Shares issued as of the date of this prospectus in connection with the PIPE Subscription Agreements and the Swvl Exchangeable Notes was 12,188,711.
The Business Combination was consummated on March 31, 2022. As a result of the Business Combination, the SPAC Surviving Company and Legacy Swvl each became wholly owned subsidiaries of the Company. On April 1, 2022, the Class A Ordinary Shares and Warrants (together, the “Securities” or the “Swvl Securities”) commenced trading on Nasdaq, under the new tickers “SWVL” and “SWVLW,” respectively. The Units, having automatically separated into their component securities at the Company Merger Effective Time, have ceased to be outstanding.
Certain of the Selling Securityholders beneficially own approximately 75% of our outstanding Class A Ordinary Shares and, subject to the contractual
lock-ups
described below, may sell all of their Class A Ordinary Shares in the public market at any time, so long as the registration statement of which this prospectus forms a part remains effective and this prospectus remains usable. Pursuant to
lock-up
agreements entered into with the Company and subsequently voluntarily extended, these Selling Securityholders have agreed, subject to certain exceptions, not to (a) transfer, assign or sell any Class A Ordinary Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A Ordinary Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, in each case until the earlier of (x) either March 31, 2023 or September 30, 2023 (depending on the applicable Selling Securityholder’s beneficial ownership of our Class A Ordinary Shares), (y) the first date on which the last sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-day
trading period commencing on or after February 24, 2023 and (z) a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Sales of a substantial number of our shares in the public market, or the perception that these sales might occur, could depress the market price of our securities.
Emerging Growth Company
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through the end of the 2022 fiscal year and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
 
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Foreign Private Issuer
We are a “foreign private issuer” under SEC rules. Consequently, we are subject to the reporting requirements under the Exchange Act applicable to foreign private issuers.
Based on our foreign private issuer status, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act and we also are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We are also not required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Class A Ordinary Shares. Additionally, Nasdaq rules allow foreign private issuers to follow home country practices in lieu of certain of Nasdaq’s corporate governance rules and we have elected to do so in certain regards. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.
Risk Factors
An investment in our securities involves substantial risks and uncertainties that may adversely affect our business, financial condition and results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:
 
   
Several countries in which Swvl operates and plans to operate in the future have been subject to political and economic instability.
 
   
Swvl’s limited operating history and rapidly evolving business make it particularly difficult to evaluate Swvl’s prospects and the risks and challenges Swvl may encounter.
 
   
The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than Swvl expects or fails to grow as large as Swvl expects, Swvl’s business, financial condition and operating results could be adversely affected.
 
   
If Swvl fails to cost-effectively attract and retain qualified drivers to use its platform, or to increase utilization of Swvl’s platform by Swvl’s currently contracted drivers, Swvl’s business, financial condition and operating results could be harmed.
 
   
If Swvl fails to cost-effectively attract and retain new riders or to increase utilization of its platform by existing riders, Swvl’s business, financial condition and operating results could be harmed.
 
   
Swvl depends on its key personnel and other highly skilled personnel, and if Swvl fails to attract, retain, motivate or integrate its personnel, Swvl’s business, financial condition and operating results could be adversely affected.
 
   
Swvl’s reputation, brand and the network effects among the drivers and riders using Swvl’s platform are important to its success, and if Swvl is not able to maintain and continue developing its reputation, brand and network effects, its business, financial condition and operating results could be adversely affected.
 
   
Swvl’s growth strategy will subject it to additional costs, compliance requirements and risks, and Swvl’s expansion plans may not be successful.
 
   
Swvl has not historically maintained insurance coverage for its operations. Swvl may not be able to mitigate the risks facing its business and could incur significant uninsured losses, which could adversely affect its business, financial condition and operating results.
 
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Any actual or perceived security or privacy breach could interrupt Swvl’s operations and adversely affect its reputation, brand, business, financial condition and operating results. Swvl has previously experienced a data breach that resulted in the exposure of its customers’ personal information.
 
   
If Swvl fails to effectively predict rider demand, to set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using its platform, Swvl’s business, financial condition and operating results could be adversely affected.
 
   
If Swvl is not able to successfully develop new offerings on its platform and enhance its existing offerings, Swvl’s business, financial condition and operating results could be adversely affected.
 
   
Swvl’s metrics and estimates, including the key metrics included in this prospectus, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm Swvl’s reputation and negatively affect Swvl’s business, financial condition and operating results.
 
   
Any failure to offer high-quality user support may harm Swvl’s relationships with users and could adversely affect Swvl’s reputation, brand, business, financial condition, and operating results.
 
   
Systems failures and resulting interruptions in the availability of Swvl’s website, applications, platform, or offerings could adversely affect Swvl’s business, financial condition, and operating results.
 
   
If Swvl is unable to make acquisitions and investments or successfully integrate them into its business, or if Swvl enters into strategic transactions that do not achieve its objectives, Swvl’s business, financial condition and operating results could be adversely affected.
 
   
Swvl has identified material weaknesses in its internal control over financial reporting. If for any reason Swvl is unable to remediate these material weaknesses and otherwise to maintain proper and effective internal controls over financial reporting in the future, Swvl’s ability to produce accurate and timely consolidated financial statements may be impaired, which may harm Swvl’s operating results, Swvl’s ability to operate its business or investors’ views of Swvl.
 
   
The securities being offered in this prospectus represent a substantial percentage of our outstanding Class A Ordinary Shares, and the sales of such securities, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline significantly.
Our Corporate Information
See “Prospectus Summary—Recent Developments—Business Combination” in this prospectus for additional information regarding the Business Combination. The Company is a business company limited by shares incorporated under the laws of the British Virgin Islands. The Company was incorporated under the laws of the British Virgin Islands on July 23, 2021 under the name Pivotal Holdings Corp. Upon consummation of the Business Combination, the Company changed its name to Swvl Holdings Corp. The mailing address of the Company’s registered office is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands. The Company’s principal executive office is The Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates. The telephone number of the Company’s principal executive office is +971 42241293.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov. The Company’s principal website address is https://www.swvl.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this prospectus, and you should not consider it a part of this prospectus.
 
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THE OFFERING
The summary below describes the principal terms of the offering. The “Description of Securities” section of this prospectus contains a more detailed description of the Company’s Class A Ordinary Shares and Warrants.
 
Securities being registered for resale by the Selling Securityholders:
(a) 86,655,440 Class A Ordinary Shares, which includes up to 9,010,567 Earnout Shares and (b) 5,933,333 Private Placement Warrants.
 
Offering prices for resales:
The Selling Securityholders will determine when and how they will dispose of the Class A Ordinary Shares and Private Placement Warrants registered under this prospectus for resale.
 
Class
 A Ordinary Shares offered by us:
(a) 11,500,000 Class A Ordinary Shares issuable upon exercise of the Public Warrants, which warrants were previously registered and (b) 5,933,333 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants.
 
Terms of Warrants:
Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share. Our Warrants expire on March 31, 2027 at 5:00 p.m., New York City time.
 
Ordinary shares issued and outstanding prior to any exercise of Warrants as of August
 22, 2022:
135,125,061 Class A Ordinary Shares.
 
Warrants and other warrants issued and outstanding as of the date of this prospectus:
17,433,333 Warrants.
 
  29,592,276 warrants to purchase up to 29,592,276 Class A Ordinary Shares, issued in connection with our acquisition of Urbvan and the Institutional Investor Private Placement, both described elsewhere in this prospectus.
 
Use of Proceeds:
All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will receive up to an aggregate of approximately $200.5 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We believe the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. When the market price for our Class A Ordinary Shares is less than $11.50 per share (i.e., the Warrants are “out of the money”), which it
 
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is as of the date of this prospectus, we believe warrant holders will be unlikely to exercise their Warrants. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See “Use of Proceeds.”
 
Dividend Policy:
We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our Class A Ordinary Shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
 
Market for our Class
 A Ordinary Shares and Warrants:
Our Class A Ordinary Shares and Warrants are listed on Nasdaq under the trading symbols “SWVL” and “SWVLW”, respectively.
 
Risk Factors:
You should carefully consider the information set forth herein under “
Risk Factors
”.
 
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RISK FACTORS
Risks Related to Operational Factors Affecting Swvl
Swvl’s limited operating history and evolving business make it particularly difficult to evaluate Swvl’s prospects and the risks and challenges Swvl may encounter.
While Swvl has primarily focused on mass transit ridesharing services since Swvl launched in 2017, Swvl’s business continues to evolve. Beginning in 2020, Swvl reevaluated and adjusted its pricing methodologies and expanded its business offerings to include TaaS and (in the future) SaaS. While it is difficult to evaluate the prospects and risks of any business, Swvl’s relatively new and evolving business makes it particularly difficult to assess Swvl’s prospects and the risks and challenges it may encounter. Risks and challenges Swvl has faced or expects to face include its ability to:
 
   
forecast its revenue and budget for and manage expenses;
 
   
attract new qualified drivers and new riders to use its platform and have existing qualified drivers and riders continue to use its platform in a cost-effective manner;
 
   
comply with existing or developing and new or modified laws and regulations applicable to Swvl’s business and the data it processes, including in jurisdictions where such regulations may still be developing or changing rapidly;
 
   
manage its platform and business assets and expenses in light of the
COVID-19
pandemic and related public health measures issued by various jurisdictions, including travel bans, travel restrictions, and
shelter-in-place
orders, as well as maintain demand for and confidence in the safety of Swvl’s platform during and following the
COVID-19
pandemic;
 
   
plan for and manage expenditures for Swvl’s current and future offerings, including expenses relating to Swvl’s growth strategy;
 
   
deploy and ensure utilization of the vehicles operating on Swvl’s platform;
 
   
anticipate and respond to macroeconomic changes and changes in the markets in which Swvl operates;
 
   
maintain and enhance the value of Swvl’s reputation and brand;
 
   
effectively manage Swvl’s growth and business operations, including the impacts of the
COVID-19
pandemic on Swvl’s business;
 
   
successfully expand Swvl’s geographic reach;
 
   
successfully expand Swvl’s TaaS business and launch Swvl’s SaaS business;
 
   
hire, integrate and retain talented personnel; and
 
   
successfully develop new platform features and offerings to enhance the experience of riders, drivers and corporate customers (as well as schools and municipalities).
If Swvl fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, Swvl’s business, financial condition and operating results could be adversely affected. Further, because Swvl has limited historical financial data, operates in a rapidly evolving market and its growth strategy is premised on rapid international expansion, any predictions about Swvl’s future revenue and expenses may not be as accurate as they would be if Swvl had a longer operating history or operated in a more predictable market. If Swvl’s assumptions regarding these risks and uncertainties, which Swvl uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, Swvl’s operating results could differ materially from its expectations and Swvl’s business, financial condition and operating results could be adversely affected.
 
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The
COVID-19
pandemic and related responsive measures have disrupted and negatively impacted, and may in the future disrupt and negatively impact, Swvl’s business, financial condition, and operating results. Swvl cannot predict the extent to which the pandemic and related effects may in the future adversely impact its business, financial condition and operating results, and the execution of Swvl’s strategic objectives.
The ongoing
COVID-19
pandemic and related responsive measures (
e.g.
, travel bans, travel restrictions and
shelter-in-place
orders) have negatively impacted Swvl’s business, financial condition, and operating results. The pandemic and these related responses continue to evolve and have caused, and may in the future cause, decreased demand for Swvl’s platform relative to
pre-COVID-19
levels and significant volatility and disruption of financial markets.
The
COVID-19
pandemic has subjected Swvl’s business, financial condition, and operating results to several risks, including, but not limited to the following:
 
   
Declines in mobility due to
COVID-19,
including commuting, local travel, and business travel, have resulted in decreased demand for Swvl’s platform. Changes in travel trends and behavior arising from
COVID-19,
including the impact of new variants, may develop or persist over time, which may further contribute to this adverse effect in the future.
 
   
The measures Swvl previously took in response to the
COVID-19
pandemic adversely affected Swvl’s business and operating results. For example, in the first quarter of 2020, Swvl temporarily suspended its usual services, other than to certain key business customers, and operated reduced-service for essential workers at no charge. Although regular service has largely resumed, in the future there may be repeated disruption arising from the
COVID-19
pandemic and related responsive measures that may require Swvl to suspend or limit its services again, which would adversely affect Swvl’s business, financial condition and operating results.
 
   
Changes in driver behavior during the
COVID-19
pandemic led to reduced levels of driver availability on Swvl’s platform, beginning in the first quarter of 2020. As a result, at the time Swvl was required to offer additional incentives to drivers to continue operating on Swvl’s platform. Any future reduction in driver availability due to the
COVID-19
pandemic may require Swvl to increase prices or provide additional incentives to attract and retain drivers and riders, which may adversely affect its business, financial condition and operating results.
 
   
Responsive measures to the
COVID-19
pandemic caused Swvl to modify its business practices by having corporate employees in nearly all office locations work remotely, limiting employee travel and canceling or postponing events and meetings, or holding them virtually. Swvl may be required to or choose voluntarily to take additional actions for the health and safety of its workforce and users of its platform, including after the pandemic subsides, whether in response to government orders or based on Swvl’s determinations. If these measures result in decreased productivity, harm Swvl’s company culture, adversely affect Swvl’s ability to timely and accurately report its financial statements or maintain internal controls, or otherwise negatively affect Swvl’s business, Swvl’s financial condition, and operating results could be adversely affected.
As the severity, magnitude, and duration of the
COVID-19
pandemic, the resulting public health responses and its economic consequences remain uncertain and difficult to predict, the pandemic’s impact on Swvl’s business, financial condition and operating results, as well as its impact on Swvl’s ability to successfully execute its business strategies and initiatives, also remains uncertain and difficult to predict. As the countries in which Swvl operates have reopened, the recovery of the economy and Swvl’s business have fluctuated and varied by geography. Further, the ultimate impact of the
COVID-19
pandemic on the riders, drivers and other users of Swvl’s platform, as well as its employees, business, financial condition and operating results depends on many factors that are not within Swvl’s control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport and modified workplace activities); the impact of the pandemic and actions taken in response thereto on local or regional economies, travel and economic activity; the speed and efficacy of vaccine distribution; the
 
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availability of government funding programs; evolving laws and regulations regarding
COVID-19,
including those related to disclosure and notification; general economic uncertainty in key markets and financial market volatility; volatility in global economic conditions and levels of economic growth; the duration of the pandemic; the extent of any virus mutations or new variants of
COVID-19;
and the pace of recovery when the
COVID-19
pandemic subsides.
Several countries in which Swvl operates and plans to operate in the future have been subject to political and economic instability.
Swvl has historically conducted most of its business operations in Egypt, Pakistan and Kenya, and its growth strategy is premised on the rapid introduction of its platform into both emerging and developed markets. Several of the countries in which Swvl operates or plans to operate its business have previously, and in the future may be, subject to instances of political instability, civil unrest, hostilities, terrorist activities and economic volatility. Any such events may lead to, among other things, declines in rider and driver demand for Swvl’s platform, whether arising from safety concerns, a drop in consumer confidence or otherwise, a general deterioration of economic conditions, currency volatility or adverse changes to the political and regulatory environment. Any such developments and any other forms of political or economic instability in Swvl’s markets may harm Swvl’s business, financial condition and operating results.
Swvl faces competition and could lose market share to competitors, which could adversely affect Swvl’s business, financial condition and operating results.
Swvl believes that its principal competition for ridership is public transportation services. Swvl’s business model is premised in part on promoting the safety, efficiency and convenience of its offerings to convert public transportation users into riders on Swvl’s platform. While Swvl has previously been successful in attracting and retaining new riders, public transportation is often available at a lower price and with a greater variety of routes than the rides Swvl offers. In addition, public transportation operators in Swvl’s markets may in the future make improvements or implement measures to enhance the safety, efficiency and convenience of their networks. If current and potential riders do not view the advantages of Swvl’s platform as outweighing the difference in price, or if the successful introduction of such improvements or measures weakens the competitive advantages of Swvl’s offerings, Swvl may be unable to retain existing riders or attract new riders and its business, financial condition and operating results may be adversely affected.
Swvl also faces competition from other ridesharing companies and car hire and taxi companies. The ridesharing market in particular is intensely competitive and is characterized by rapid changes in technology, shifting rider needs and preferences and frequent introductions of new services and offerings. Swvl expects competition to increase, both from existing competitors and new entrants in the markets in which Swvl operates or plans to operate, and such competitors may be well-established and enjoy greater resources or other strategic advantages. If Swvl is unable to anticipate or successfully react to these competitive challenges in a timely manner, Swvl’s competitive position could weaken, or fail to improve, and Swvl could experience a decline in revenue or growth stagnation that could adversely affect Swvl’s business, financial condition and operating results.
Certain of Swvl’s current and potential competitors have greater financial, technical, marketing, research and development and other resources, greater name recognition, longer operating histories or a larger global user base than Swvl does. Such competitors may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices in certain markets than Swvl does, which could adversely affect Swvl’s business, financial condition and operating results. These and other factors may allow Swvl’s competitors to derive greater revenue and profits from their existing user bases, attract and retain qualified drivers and riders at lower costs or respond more quickly to new and emerging technologies and trends. Current and potential competitors may also establish cooperative or strategic relationships, or consolidate, amongst themselves or with third parties that may further enhance their resources and offerings.
 
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Swvl believes that its ability to compete effectively depends upon many factors both within and beyond Swvl’s control, including:
 
   
the popularity, utility, ease of use, performance and reliability of Swvl’s offerings;
 
   
Swvl’s reputation, including the perceived safety of Swvl’s platform, and brand strength;
 
   
Swvl’s pricing models and the prices of its offerings;
 
   
Swvl’s ability to manage its business and operations during the ongoing
COVID-19
pandemic and recovery as well as in response to related governmental, business and individuals’ actions that continue to evolve (including restrictions on travel and transport and modified workplace activities);
 
   
Swvl’s ability to attract and retain qualified drivers and riders to use its platform;
 
   
Swvl’s ability to develop new offerings, including the expansion of its TaaS business and launch of its SaaS business;
 
   
Swvl’s ability to continue leveraging and enhancing its data analytics capabilities;
 
   
Swvl’s ability to establish and maintain relationships with strategic partners and third-party service providers;
 
   
Swvl’s ability to deploy and ensure utilization of the vehicles operating on its platform;
 
   
changes mandated by, or that Swvl elects to make to address, legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;
 
   
Swvl’s ability to attract, retain and motivate talented employees;
 
   
Swvl’s ability to raise additional capital as needed; and
 
   
acquisitions or consolidation within Swvl’s industry.
If Swvl is unable to compete successfully, Swvl’s business, financial condition and operating results could be adversely affected.
The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than Swvl expects or fails to grow as large as Swvl expects, Swvl’s business, financial condition and operating results could be adversely affected.
Prior to
COVID-19,
the mass transit ridesharing market was growing rapidly, but it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all, particularly after the
COVID-19
pandemic. Swvl’s success depends to a substantial extent on the willingness of people to widely adopt mass transit ridesharing. If the public does not perceive Swvl’s offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability or for other reasons, then the market for Swvl’s offerings may not further develop, may develop more slowly than Swvl expects or may not achieve the growth potential Swvl expects. Any of the foregoing risks and challenges could adversely affect Swvl’s business, financial condition and operating results.
If Swvl fails to cost-effectively attract and retain qualified drivers to use its platform, or to increase utilization of Swvl’s platform by existing drivers using its platform, Swvl’s business, financial condition and operating results could be harmed.
Swvl’s continued growth depends in part on its ability to cost-effectively attract and retain qualified drivers who satisfy Swvl’s screening criteria and procedures to use its platform and to increase utilization of Swvl’s platform by existing drivers.
 
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To attract and retain qualified drivers to use its platform, Swvl has, among other things, offered bonus payments and other incentives to high-performing drivers, and temporarily provided financial assistance to support drivers during the
COVID-19
pandemic. Government and private business actions in response to the
COVID-19
pandemic, such as travel bans, travel restrictions,
shelter-in-place
orders, increased reliance on work- from-home rather than working in offices, and people and businesses electing to move away from more densely populated cities, have decreased and may in the future decrease utilization of Swvl’s platform by riders. If Swvl does not continue to provide drivers with compelling opportunities to earn income and other incentive programs for using its platform, or if drivers become dissatisfied with Swvl’s requirements for drivers to use its platform, Swvl may fail to attract new drivers to use its platform, retain current drivers to use its platform or increase their utilization of its platform, or Swvl may experience complaints, negative publicity, or services disruptions that could adversely affect its users and its business.
The incentives Swvl provides to attract drivers could fail to attract and retain qualified drivers to use its platform or fail to increase utilization of its platform by existing drivers, or could have other unintended adverse consequences. In addition, changes in certain laws and regulations, labor and employment laws, licensing requirements or background check requirements, may result in a shift or decrease in the pool of qualified drivers, which may result in increased competition for the services of qualified drivers or higher costs of recruitment, operation and retention with respect to drivers providing services through the Swvl platform. Other factors outside of Swvl’s control, such as the
COVID-19
pandemic or other concerns about personal health and safety, or concerns about the availability of government or other assistance programs if drivers continue to drive using Swvl’s platform, may also reduce the number of drivers available through Swvl’s platform or utilization of Swvl’s platform by drivers, or impact Swvl’s ability to attract new drivers to use its platform. If Swvl fails to attract qualified drivers to use its platform on favorable terms, fails to increase utilization of its platform by existing drivers or loses qualified drivers using its platform to competitors, Swvl may not be able to meet the demand of riders, including maintaining competitive prices for riders, and Swvl’s business, financial condition and operating results could be adversely affected.
If Swvl fails to cost-effectively attract and retain new riders or to increase utilization of its platform by existing riders, Swvl’s business, financial condition and operating results could be harmed.
Swvl’s success depends in part on its ability to cost-effectively attract and retain new riders and increase utilization of Swvl’s platform by current riders. Riders have a wide variety of options for transportation, including public transportation, taxis and other ridesharing offerings. Rider preferences may also change from time to time with the advent of new mobility technologies, different behaviors and attitudes towards the environment and new urban planning practices (including increased focus on public transportation and public-private partnerships with respect to mobility). To expand its rider base, Swvl must appeal to new riders who have historically used other forms of transportation or other ridesharing platforms. Swvl believes that its paid marketing initiatives have been critical in promoting awareness of Swvl’s brand and offerings, which in turn leads to new riders using Swvl for the first time and drives rider Utilization (calculated as Total Bookings divided by Total Available Seats, over the period of measurement). Further, as Swvl continues to expand into new geographic areas, it will be relying in part on referrals from existing riders to attract new riders. However, Swvl’s brand and ability to build trust with existing and new riders may be adversely affected by complaints and negative publicity about Swvl, its offerings, its policies, including its pricing algorithms, drivers using its platform, or its competitors, even if factually incorrect or based on isolated incidents. Further, if existing and new riders do not perceive the transportation services provided by drivers using Swvl’s platform to be reliable, safe and affordable, or if Swvl fails to offer new and relevant offerings and features on its platform, Swvl may not be able to attract or retain riders or to increase their utilization of its platform. Further, government and private business actions in response to the
COVID-19
pandemic, such as travel bans, travel restrictions,
shelter-in-place
orders, increased reliance on work-from-home rather than working in offices, and people and businesses electing to move away from more densely populated cities, have decreased and may in the future decrease utilization of Swvl’s platform by riders including longer term.
 
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As Swvl continues to expand into new geographic areas, it will be relying in part on referrals from existing riders to attract new riders, and therefore must ensure that its existing riders remain satisfied with its offerings. If Swvl fails to continue to grow its rider base, retain existing riders or increase the overall utilization of its platform by existing riders, Swvl’s business, financial condition and operating results could be adversely affected.
Swvl depends on its key personnel and other highly skilled personnel, and if Swvl fails to attract, retain, motivate or integrate its personnel, Swvl’s business, financial condition and operating results could be adversely affected.
Swvl’s success depends in part on the continued service of its
co-founder
and Chief Executive Officer, senior management team, key technical employees and other highly skilled personnel and on Swvl’s ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of its organization. Swvl may not be successful in attracting and retaining qualified personnel to fulfill its current or future needs, and actions Swvl takes in response to the impact of the
COVID-19
pandemic on Swvl’s business may harm Swvl’s reputation or impact its ability to recruit qualified personnel in the future. Please see the section entitled “The
COVID-19
pandemic and related responsive measures have disrupted and negatively impacted, and may in the future disrupt and negatively impact, Swvl’s business, financial condition, and operating results. Swvl cannot predict the extent to which the pandemic and related effects may in the future adversely impact its business, financial condition and operating results, and the execution of Swvl’s strategic objectives.” Swvl’s competitors may be successful in recruiting and hiring members of Swvl’s management team or other key employees, and it may be difficult to find suitable replacements on a timely basis, on competitive terms, or at all. If Swvl is unable to attract and retain the necessary personnel, particularly in critical areas of its business, Swvl may not achieve its strategic goals.
Swvl faces intense competition for highly skilled personnel. To attract and retain top talent, Swvl has had to offer, and Swvl believes it needs to continue to offer, competitive compensation and benefits packages. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Swvl’s equity or equity awards declines or Swvl is unable to provide competitive compensation packages, Swvl’s ability to attract and retain highly qualified personnel may be adversely affected and Swvl may experience increased attrition. Swvl may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train and integrate such employees, and Swvl may never realize returns on these investments. If Swvl is unable to effectively manage its hiring needs or successfully integrate new hires, Swvl’s efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect Swvl’s business, financial condition and operating results.
Swvl’s reputation, brand and the network effects among the drivers and riders using Swvl’s platform are important to its success, and if Swvl is not able to maintain and continue developing its reputation, brand and network effects, its business, financial condition and operating results could be adversely affected.
Swvl believes that building a strong reputation and brand as a safe, reliable and affordable platform and continuing to increase the strength of the network effects among the drivers and riders using Swvl’s platform (
i.e.
, the advantages that derive from having more drivers and riders using Swvl’s platform) are critical to its ability to attract and retain qualified drivers and riders. The successful development of Swvl’s reputation, brand and network effects depends on a number of factors, many of which are outside Swvl’s control. Negative perception of Swvl or its platform may harm Swvl’s reputation, brand and network effects, including as a result of:
 
   
complaints or negative publicity about Swvl or drivers or riders on its platform, its offerings or its policies and guidelines, including Swvl’s practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents;
 
   
illegal, negligent, reckless or otherwise inappropriate behavior by drivers, riders or third parties;
 
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a failure to offer riders competitive pricing and convenient service;
 
   
a failure to provide the range of routes, dynamic routing, and ride types sought by riders;
 
   
actual or perceived inaccuracies in demand prediction and other defects or errors in Swvl’s platform;
 
   
concerns by riders or drivers about the safety of ridesharing and Swvl’s platform, including in light of the
COVID-19
pandemic;
 
   
actual or perceived disruptions in Swvl’s platform, site outages, payment disruptions or other incidents that impact the reliability of Swvl’s offerings;
 
   
failure to protect Swvl’s customer personal data, or other privacy or data security breaches;
 
   
litigation involving, or investigations by regulators into, Swvl’s business;
 
   
users’ lack of awareness of, or compliance with, Swvl’s policies;
 
   
Swvl’s policies or changes thereto that users or others perceive as overly restrictive, unclear or inconsistent with Swvl’s values or mission or that are not clearly articulated;
 
   
a failure to enforce Swvl’s policies in a manner that users perceive as effective, fair and transparent;
 
   
a failure to operate Swvl’s business in a way that is consistent with Swvl’s stated values and mission;
 
   
inadequate or unsatisfactory user support service experiences;
 
   
illegal or otherwise inappropriate behavior by Swvl’s management team or other employees or contractors;
 
   
negative responses by drivers or riders to new offerings on Swvl’s platform;
 
   
a failure to balance the interests of driver and riders;
 
   
accidents or other negative incidents involving the use of Swvl’s platform;
 
   
perception of Swvl’s treatment of employees or contractors and Swvl’s response to employee sentiment related to political or social causes or actions of management;
 
   
political or social policies or activities; or
 
   
any of the foregoing with respect to Swvl’s competitors, to the extent such resulting negative perception affects the public’s perception of Swvl or its industry as a whole.
If Swvl does not successfully maintain and develop its brand, reputation and network effects and successfully differentiate its offerings from the offerings of competitors, Swvl’s business may not grow, Swvl may not be able to compete effectively and it could lose existing qualified drivers or existing riders or fail to attract new qualified drivers or new riders to use its platform, any of which could adversely affect Swvl’s business, financial condition and operating results.
Swvl’s company culture has contributed to its success and if Swvl cannot maintain this culture as it grows, its business, financial condition and operating results could be harmed.
Swvl believes that its culture, which promotes proactivity, taking ownership and putting riders and drivers first has been critical to its success. Swvl faces a number of challenges that may affect its ability to sustain its corporate culture, including:
 
   
failure to identify, attract, reward and retain people in leadership positions in Swvl’s organization who share and further Swvl’s culture, values and mission;
 
   
Swvl’s rapid growth strategy, which involves increasing the size and geographic dispersion of Swvl’s workforce;
 
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shelter-in-place
orders in certain jurisdictions where Swvl operates that have required many of Swvl’s employees to work remotely, as well as return to work arrangements and workplace strategies;
 
   
the inability to achieve adherence to Swvl’s internal policies and core values, including Swvl’s diversity, equity and inclusion practices;
 
   
competitive pressures to move in directions that may divert Swvl from its mission, vision and values;
 
   
the continued challenges of the rapidly-evolving mass-transit ridesharing industry;
 
   
the increasing need to develop expertise in new areas of business and operate across borders;
 
   
potential negative perception of Swvl’s treatment of employees or Swvl’s response to employee sentiment related to political or social causes or actions of management;
 
   
changes to employee work arrangements in response to
COVID-19;
and
 
   
the integration of new personnel and businesses from potential acquisitions.
If Swvl is not able to maintain its corporate culture, Swvl’s business, financial condition and operating results could be adversely affected.
Swvl’s growth strategy will subject it to additional costs, compliance requirements and risks, and Swvl’s plans may not be successful.
Swvl intends to pursue a rapid growth strategy to expand its operations into new international markets. In 2022, Swvl has worked towards expanding its Swvl Retail and Swvl Travel offerings in countries in the Middle East and Latin America, and to introduce its Swvl Business offerings in countries in Latin America, Western Europe and Southeast Asia. Operating in a large number of countries will require significant attention of Swvl’s management to oversee operations over a broad geographic area with varying legal and regulatory environments, competitive dynamics and cultural norms and customs and will place significant burdens on Swvl’s operations, engineering, finance and legal and compliance functions. Swvl may incur significant operating expenses as a result of its international presence and its expansion plans will be subject to a variety of challenges, including:
 
   
recruitment and retention of talented and capable employees in foreign countries while maintaining Swvl’s company culture in each of its markets;
 
   
competition from local incumbents with existing knowledge of local markets that may market and operate more effectively and may enjoy greater local affinity or awareness;
 
   
differing rider and driver demand dynamics, which may make Swvl’s offerings less successful;
 
   
the need to adapt to new markets, including the need to localize Swvl’s offerings and marketing efforts to the preferences of local riders and drivers;
 
   
public health concerns or emergencies, including the
COVID-19
pandemic and other highly communicable diseases or viruses;
 
   
compliance with varying laws and regulatory standards, including with respect to data privacy, cybersecurity, tax, trade compliance, environmental and other vehicle standards and local regulatory restrictions;
 
   
the risk that local laws and business practices favor local competitors;
 
   
compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and similar laws in other jurisdictions;
 
   
obtaining any required government approvals, licenses or other authorizations;
 
   
varying levels of Internet and mobile technology adoption and infrastructure;
 
   
currency exchange restrictions or costs and exchange rate fluctuations;
 
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political, economic, or social instability, which may cause disruptions to Swvl’s business;
 
   
operating in jurisdictions with reduced, nonexistent or unenforceable protection for intellectual property rights or where Swvl does not have registered intellectual property rights in its brand and/or technology; and
 
   
limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.
Swvl’s limited experience in operating its business in multiple countries increases the risk that any potential expansion efforts that Swvl may undertake will not be successful and may require Swvl to terminate its operations in certain markets. Swvl intends to invest substantial time and resources to expand its operations internationally. As a result, if Swvl is unable to manage these risks effectively, Swvl’s business, financial condition and operating results could be adversely affected.
If Swvl fails to effectively manage its growth and optimize its organizational structure, Swvl’s business, financial condition and operating results could be adversely affected.
Since its launch in 2017, Swvl has experienced rapid growth in its business, revenues and the number of users on its platform. Swvl expects this growth to continue following the recovery of the world economy from the
COVID-19
pandemic. This growth has placed, and will continue to place, significant demands on Swvl’s management and Swvl’s operational and financial infrastructure. The steps Swvl takes to manage its business operations, including policies for employees, and to align Swvl’s operations with Swvl’s strategies for growth, may adversely affect Swvl’s reputation and brand and its ability to recruit, retain and motivate highly skilled personnel.
Swvl’s ability to manage growth and business operations effectively and to integrate new employees, technologies and acquisitions into its existing business will require Swvl to continue to expand its operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain Swvl’s ability to develop and improve its operational, financial and management controls, enhance its reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if Swvl does not effectively manage the growth of its business and operations, then Swvl’s reputation, brand, business, financial condition and operating results could be adversely affected.
Swvl has not historically maintained insurance coverage for its operations. Swvl may not be able to mitigate the risks facing its business and could incur significant uninsured losses, which could adversely affect its business, financial condition and operating results.
In 2022, Swvl obtained insurance policies to cover directors’ and officers’ liabilities. However, Swvl has not historically maintained insurance coverage for general business liabilities, business interruptions, crime, losses of key personnel or security breaches and incidents relating to its network systems or operations. As a result, any losses arising from or relating to, among other things, personal injury, property damage, labor and employment disputes, commercial disputes, fraudulent transactions or other criminal activity, business interruptions, noncompliance with applicable laws and regulations, infringement or misappropriation of intellectual property or security or privacy breaches, or the successful assertion of one or more claims against Swvl related to any of the foregoing, could require Swvl to service such losses or claims using internal resources, which would have an adverse effect on Swvl’s business, financial condition and operating results.
Swvl’s business depends on insurance coverage which is independently required to be maintained by the drivers using its platform.
Swvl obtained insurance coverage directors’ and officers’ liabilities in 2022 and is in the process of obtaining coverage for general business liabilities and cyber insurance. Swvl is also evaluating whether other
 
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types of insurance coverage may be appropriate for its business, such as transportation network company insurance. Nevertheless, Swvl may not obtain enough insurance to adequately mitigate the operations-related risks it faces, and some operations-related risks may not be covered at all. Swvl may have to pay high premiums, self-insured retentions or deductibles for the coverage Swvl does obtain. Swvl also may be unable to obtain cyber insurance coverage in certain countries at commercially reasonable rates or at all, and it may experience losses as a result. Additionally, if any of Swvl’s insurance providers becomes insolvent, such providers could be unable to pay any operations-related claims that Swvl makes. Certain losses may be excluded from insurance coverage.
While Swvl operates in over 20 countries, Swvl maintains and provides medical insurance for all drivers and riders using its platform only in Egypt. To do so, Swvl relies on a limited number of third-party insurance service providers to service related claims. If any of Swvl’s third-party insurance service providers fails to service claims to Swvl’s expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner unfavorable to drivers, riders or to Swvl, Swvl cannot guarantee that it would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all. If Swvl cannot find alternate third-party insurance service providers on acceptable terms, Swvl may incur additional expenses related to servicing such ride-related claims using internal resources.
Insurance providers have raised premiums and deductibles for many types of claims, coverages and for a variety of commercial risk and are likely to do so in the future. As a result, Swvl’s insurance and claims expense could increase, or Swvl may decide to raise its deductibles or self-insured retentions when policies are renewed or replaced to manage pricing pressure. Swvl’s business, financial condition and operating results could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds Swvl’s historical experience, (ii) Swvl experiences a claim in excess of Swvl’s coverage limits, (iii) Swvl’s insurance providers fail to pay on Swvl’s insurance claims, (iv) Swvl experiences a claim for which coverage is not provided, (v) the number of claims and average claim cost under Swvl’s deductibles or self-insured retentions differs from historic averages or (vi) an insurance policy is cancelled or not renewed.
Illegal, improper or otherwise inappropriate activity of riders, drivers or other users, whether or not occurring while utilizing Swvl’s platform, could expose Swvl to liability and harm its business, brand, financial condition and operating results.
Illegal, improper or otherwise inappropriate activities by riders, drivers or other users, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, Swvl’s platform could adversely affect Swvl’s brand, business, financial condition and operating results. These activities may include assault, theft, unauthorized use or sharing of rider or driver accounts and other misconduct. Such conduct could expose Swvl to liability or adversely affect Swvl’s brand or reputation.
While Swvl has taken measures to guard against these illegal, improper or otherwise inappropriate activities, these measures may prove inadequate to prevent such activities or Swvl may not be successful in implementing them effectively. Although Swvl requires certain qualification processes for drivers using its platform, including submission of criminal record checks in certain jurisdictions, these qualification processes may not expose all potentially relevant information and may be limited in certain jurisdictions according to national and local laws, and Swvl may fail to conduct such qualification processes adequately or identify information that could be relevant to a determination of driver eligibility.
Further, any negative publicity related to the foregoing, whether an incident occurred on Swvl’s platform, on Swvl’s competitors’ platforms, or on any ridesharing platform, could adversely affect Swvl’s reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for Swvl’s platform and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm Swvl’s business, financial condition and operating results.
 
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Changes to Swvl’s pricing could adversely affect its ability to attract or retain qualified drivers and riders to use its platform.
Demand for Swvl’s offerings is sensitive to the price of rides. Many factors, including operating costs, legal and regulatory requirements or constraints and Swvl’s current and future competitors’ pricing and marketing strategies, could significantly affect Swvl’s pricing strategies. Competitors may offer, or may in the future offer, lower-priced or a broader range of offerings or use marketing strategies that enable them to attract or retain qualified drivers and riders at a lower cost than Swvl does.
Swvl uses pricing algorithms to set prices depending on the route, time of day and expected rates of Utilization. In the past, Swvl has made pricing changes and spent significant resources on marketing rider incentives, and there can be no assurance that Swvl will not be forced, through competitive pressures, regulation or otherwise, to reduce the price of rides for riders, to increase the rates Swvl offers for driver services or to increase Swvl’s marketing and other expenses to attract and retain qualified drivers and riders using its platform.
Furthermore, the economic sensitivity of drivers and riders using Swvl’s platform may vary by geographic location, and as Swvl expands into new markets, its pricing methodologies may not enable it to compete effectively in these locations. Local regulations may affect Swvl’s pricing in certain geographic locations, which could amplify these effects. For example, Swvl and other ridesharing companies have made commitments to the Egyptian Competition Authority not to set prices below certain profitability benchmarks with respect to their B2C ridesharing offerings in Egypt. Swvl has launched, and may in the future launch, new pricing strategies and initiatives, such as subscription packages and driver or rider loyalty programs. Swvl has also modified, and may in the future modify, existing pricing methodologies, such as its
up-front
pricing policy. Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders.
Any actual or perceived security or privacy breach could interrupt Swvl’s operations and adversely affect its reputation, brand, business, financial condition and operating results. Swvl has previously experienced a data breach that resulted in the exposure of customer information.
Swvl’s business involves the collection, storage, transmission and other processing of Swvl’s users’ personal and other sensitive data. An increasing number of organizations, including large online and
off-line
merchants and businesses, other large Internet companies, financial institutions and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, Swvl may be unable to anticipate, detect or prevent these attacks. Swvl has previously experienced a data breach. In July 2020, unauthorized parties gained access to a Swvl database containing identifiable information of its riders by exploiting a breach in certain third-party software used by Swvl. While such breach has not had a material impact on Swvl’s business or operations and Swvl has since implemented measures designed to restrict any similar data breach, unauthorized parties may in the future gain access to Swvl’s systems or facilities through various means, including gaining unauthorized access into Swvl’s systems or facilities or those of Swvl’s service providers, partners or users on Swvl’s platform, or attempting to fraudulently induce Swvl’s employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access Swvl’s information technology systems, or attempting to fraudulently induce Swvl’s employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on Swvl’s platform could have vulnerabilities on their own mobile devices that are entirely unrelated to Swvl’s systems and platform, but could mistakenly attribute their own vulnerabilities to Swvl. Further, breaches experienced by other companies may also be leveraged against Swvl. For example, credential stuffing and ransomware attacks are becoming increasingly common, and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.
 
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Although Swvl has developed systems and processes that are designed to protect users’ data, prevent data loss and prevent other privacy or security breaches, these measures cannot guarantee security. Swvl’s information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access Swvl’s users’ payment card data and other personal information that are accessible through those systems. Swvl is still a growing company and may not have sufficient dedicated personnel or internal oversight to detect, identify, and respond to all privacy or security incidents. Additionally, as Swvl expands its operations, including sharing data with third parties or continuing the work-from-home practices of its employees (including increased use of video conferencing), Swvl’s exposure to cyberattacks or security breaches may increase. Further, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although Swvl has policies restricting the access to the personal information it stores, these policies may be breached or prove inadequate.
Any actual or perceived breach of privacy or security could interrupt Swvl’s operations, result in Swvl’s platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm Swvl’s reputation and brand, damage Swvl’s relationships with strategic partners and third-party service providers, result in significant legal, regulatory and financial exposure and lead to loss of driver or rider confidence in, or decreased use of, Swvl’s platform, any of which could adversely affect Swvl’s business, financial condition and operating results. Any breach of privacy or security impacting any entities with which Swvl may share or disclose data could have similar effects. Further, any cyberattacks or security and privacy breaches directed at Swvl’s competitors could reduce confidence in the ridesharing industry as a whole and, as a result, reduce confidence in Swvl.
Additionally, responding to any privacy or security breach, including defending against claims, investigations or litigation in connection with any privacy or security breach, regardless of their merit, could be costly and divert management’s attention. Swvl does not currently maintain any insurance to cover security breaches and incidents or losses relating to its network systems or operations. As a result, the successful assertion of one or more large claims against Swvl could have an adverse effect on Swvl’s reputation, brand, business, financial condition and operating results.
Defects, errors or vulnerabilities in Swvl’s applications, backend systems or other technology systems and those of third-party technology providers could harm Swvl’s reputation and brand and adversely impact Swvl’s business, financial condition and operating results.
The software underlying Swvl’s platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that Swvl incorporates into its platform may also be subject to errors or vulnerability. Any errors or vulnerabilities discovered in Swvl’s code or third-party software could result in negative publicity, loss of users, loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on Swvl’s platform, or otherwise result in a data breach. Swvl may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect Swvl’s business, financial condition and operating results as well as negatively impact Swvl’s reputation or brand.
Swvl relies on various third-party product and service providers and if such third parties do not perform adequately or terminate their relationships with Swvl, Swvl’s costs may increase and its business, financial condition and operating results could be adversely affected.
Swvl’s success depends in part on its relationships with third-party product and service providers. For example, Swvl relies on third-parties to fulfill various marketing, web hosting, payment, communications and data analytics services to support Swvl’s platform. If any of Swvl’s partners terminates its relationship with
 
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Swvl, including as a result of
COVID-19-related
impacts to their business and operations or for competitive reasons, or refuses to renew its agreement on commercially reasonable terms, Swvl would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. While Swvl does not own or operate vehicles, in the event that vehicle manufacturers issue recalls or the supply of vehicles or automotive parts is interrupted, including as a result of public health crises, such as the
COVID-19
pandemic, affecting the vehicles operating on Swvl’s platform, the availability of vehicles on Swvl’s platform could become constrained.
In addition, Swvl’s business may be adversely affected to the extent the software and services used by Swvl’s third-party service providers do not meet expectations, contain errors or vulnerabilities, are compromised or experience outages. Swvl cannot be certain that its licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which Swvl may operate. If Swvl is unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against suppliers, licensors or Swvl itself, or if Swvl is unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, Swvl’s ability to develop its platform containing that technology could be severely limited and its business could be harmed. If Swvl is unable to obtain necessary technology from third parties, it may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay Swvl’s ability to provide new or competitive offerings and increase Swvl’s costs. If alternate technology cannot be obtained or developed, Swvl may not be able to offer certain functionality as part of its offerings, which could adversely affect Swvl’s business, financial condition and operating results.
Any of these risks could increase Swvl’s costs and adversely affect Swvl’s business, financial condition and operating results. Further, any negative publicity related to any of Swvl’s strategic partners and third-party service providers, including any publicity related to quality standards or safety concerns, could adversely affect Swvl’s reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
If Swvl fails to effectively predict rider demand, to set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using its platform, Swvl’s business, financial condition and operating results could be adversely affected.
Swvl relies on its proprietary technology to predict and dynamically update routing in response to changes in demand, to optimize pricing in response to such demand and to maximize
per-vehicle
Utilization. If Swvl is unable to effectively predict and meet rider demand and to update its routing and pricing accordingly, Swvl may lose ridership and its revenues may decrease. In addition, riders’ price sensitivity varies by geographic location, among other factors, and if Swvl is unable to effectively account for such variability in its pricing methodologies, its ability to compete effectively in these locations could be adversely affected. Swvl’s success also depends, in part, on its ability to match route plans with the availability and preferences of the drivers using its platform. If Swvl is unable to determine and allocate routes in a manner consistent with the availability and preferences of such drivers, drivers may reduce or discontinue their participation on Swvl’s platform and may use competitors’ platforms. Any of the foregoing risks could adversely impact Swvl’s business, financial condition and operating results.
If Swvl is not able to successfully develop new offerings on its platform and enhance its existing offerings, Swvl’s business, financial condition and operating results could be adversely affected.
Swvl’s ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of its offerings will depend in part on its ability to successfully create and introduce new offerings and to improve upon and enhance existing offerings. As a result, Swvl may introduce significant changes to its existing offerings or develop and introduce new and unproven offerings. If any of Swvl’s new or enhanced offerings are unsuccessful, including as a result of any inability to obtain and maintain required permits
 
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or authorizations or other regulatory constraints or because they fail to generate sufficient return on Swvl’s investments, Swvl’s business, financial condition and operating results could be adversely affected.
Furthermore, new driver or rider demands regarding platform features, the availability of superior competitive offerings or a deterioration in the quality of Swvl’s offerings or ability to bring new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of Swvl’s platform and the economics of Swvl’s business, requiring it to make substantial changes to and additional investments in its offerings or business model. In addition, Swvl frequently experiments with and tests different offerings and marketing strategies. If these experiments and tests are unsuccessful, or if the offerings and strategies Swvl introduces based on the results of such experiments and tests do not perform as expected, Swvl’s ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of Swvl’s offerings may be adversely affected.
Swvl’s market is characterized by rapid technology change, particularly across the SaaS and TaaS offerings, which require it to develop new products and product innovations, and any delays in such development could adversely affect market adoption of Swvl’s products and its financial results. Developing and launching new offerings or enhancements to the existing offerings on Swvl’s platform, such as Swvl’s launch of its TaaS offering in 2020 and its anticipated launch of its SaaS offering for use by corporate customers and other third parties, involves significant risks and uncertainties, including risks related to the reception of such offerings by existing and potential future drivers and riders, increases in operational complexity, unanticipated delays or challenges in implementing such offerings or enhancements, increased strain on Swvl’s operational and internal resources (including an impairment of Swvl’s ability to accurately forecast rider demand and the number of drivers using Swvl’s platform) and negative publicity in the event such new or enhanced offerings are perceived to be unsuccessful. Swvl intends to continue to scale its business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting Swvl’s business.
In addition, developing and launching new offerings and enhancements to Swvl’s existing offerings may involve significant
up-front
capital investments. Such investments may not generate a positive return on investment. Further, from time to time Swvl may reevaluate, discontinue and/or reduce these investments and decide to discontinue one or more of its offerings. Any of the foregoing risks and challenges could negatively impact Swvl’s ability to attract and retain qualified drivers and riders, its ability to increase utilization of its offerings and its visibility into expected operating results, and could adversely affect Swvl’s business, financial condition and operating results. Additionally, Swvl’s near-term operating results may be impacted by long-term investments in the future.
Swvl may require additional capital to support the growth of its business, which capital may not be available on terms acceptable to it, or at all. To the extent Swvl obtains additional capital through future issuances of Swvl Securities, such issuances could dilute the interests of existing shareholders.
Since commencing operations in 2017, Swvl has funded its operations and capital expenditures primarily through equity issuances, convertible note issuances and cash generated from operations. To support and grow its business, Swvl must have sufficient capital to continue to make significant investments in new and existing offerings (including by continuing to offer discounts and promotions to riders and drivers) and to fund potential acquisitions. The rapid growth of Swvl’s business has increased Swvl’s use of and need for capital, and Swvl may be required to secure additional financing to continue to grow, both organically and inorganically.
On August 10, 2022, we entered into a securities purchase agreement with the Institutional Investor pursuant to which we sold 12,121,214 Class A Ordinary Shares of the Company at a purchase price of $1.65 per Class A Ordinary Share, which purchase price included series A and series B warrants of the Company immediately exercisable upon issuance for one Class A Ordinary Share at an exercise price of $1.65. For further information, see the sections of this prospectus entitled “Recent Developments” and “Operating and Financial Review and
 
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Prospects”. A.G.P./Alliance Global Partners acted as the sole placement agent for the Private Placement and received customary compensation for its services, including the issuance thereto of 121,212 Class A Ordinary Shares.
Swvl expects to use the funds it received in connection with the Business Combination to support and grow its business. Receipt of $10 million of those funds is conditioned on the entry into an investment framework agreement between the European Bank for Reconstruction and Development (“EBRD”) and Swvl. As a result, it is possible that receipt of the portion of funds that is conditioned on entry into an investment framework agreement with EBRD may not occur for some time or at all. Pursuant to the EBRD subscription agreement, either Swvl or EBRD may elect to terminate the EBRD subscription agreement because the investment framework agreement was not entered into on or prior to May 25, 2022. As of the date of this prospectus such subscription agreement has not been terminated and negotiations of such agreement between the parties are ongoing. In the interim, Swvl entered into the Institutional Private Placement described in the immediately preceding paragraph. Any further delay in or failure to enter into such agreement or any other reason may result in Swvl or EBRD electing to terminate the EBRD subscription agreement and Swvl needing to seek additional and alternative sources of financing. Such financing may not be available on favorable terms, or at all. In such case, Swvl may not be able to continue to make investments at the rate necessary to sustain Swvl’s growth.
On March 22, 2022, we entered into an equity line financing pursuant to an ordinary shares purchase agreement with B. Riley pursuant to which B. Riley committed to purchase up to $471.7 million of Class A Ordinary Shares, subject to certain limitations and conditions set forth in the purchase agreement. The Class A Ordinary Shares that may be issued under the purchase agreement may be sold by us to B. Riley at our discretion from time to time over a
24-month
period commencing on July 8, 2022. As of August 10, 2022, we had raised approximately $9.2 million of proceeds from the B. Riley Facility. We may ultimately decide to sell all or some of the additional Class A Ordinary Shares that may be available for us to sell to B. Riley pursuant to the purchase agreement. The purchase price for the shares that we may sell to B. Riley will fluctuate based on the price of our Class A Ordinary Shares. Depending on market liquidity at the time, sales of such shares may cause the trading price of our Class A Ordinary Shares to fall. In connection with the Institutional Investor Private Placement, we are not permitted to not utilize the B. Riley Facility during the Restricted Period.
Swvl previously disclosed that it expected to utilize approximately $50,000,000 of the B. Riley Facility in the third calendar quarter of 2022, assuming that the requisite conditions to its use were satisfied during such period. Swvl had also disclosed that its actual use of the facility could be higher or lower depending on a number of factors, such as working capital needs, acquisitions, cost of capital and liquidity in its common stock. In light of the approximately $20,000,000 in gross proceeds from the Institutional Investor Private Placement, Swvl has adjusted its previously disclosed estimate of $50,000,000 downwards on a
dollar-for-dollar-basis
to $30,000,000. As of August 10, 2022, Swvl had raised approximately $9.2 million of proceeds from the B. Riley Facility. As a result of the covenant not to utilize the B. Riley Facility during the Restricted Period, Swvl currently believes that some or all of the remaining approximately $20.8 million estimated use of such facility will now occur in the fourth calendar quarter of 2022.
When we do sell shares to B. Riley, after B. Riley has acquired the shares, B. Riley may resell all, some, or none of those shares at any time or from time to time in its discretion. Therefore, our sales to B. Riley could result in substantial dilution to the interests of other holders of our Class A Ordinary Shares. Additionally, the sale of a substantial number of shares of our Class A Ordinary Shares to B. Riley, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a price that we might otherwise wish to effect sales. As consideration for B. Riley’s commitment under the purchase agreement to purchase our Class A Ordinary Shares, we issued 386,971 Class A Ordinary Shares to B. Riley and such Class A Ordinary Shares are fully earned and
non-refundable,
even in the event we do not sell any Class A Ordinary Shares to B. Riley under the purchase agreement.
Furthermore, Swvl may issue additional Swvl Securities in the future. For example, Swvl may issue additional Swvl Securities under an employee incentive plan, in the public market, a private placement or as part
 
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of an acquisition in which the seller receives Swvl Securities as consideration. The issuance of additional Swvl Securities by Swvl may significantly dilute the equity interests of existing Swvl shareholders; could cause a change in control if a substantial number of Swvl Securities are issued, which may adversely affect prevailing market prices for Swvl Securities.
Swvl’s ability to obtain financing in the future will depend upon, among other things, Swvl’s development efforts, business plans and operating performance and the condition of the capital markets at the time Swvl seeks such financing. Additionally,
COVID-19
may impact Swvl’s access to capital and make raising additional capital more difficult or available only on less favorable terms. Swvl cannot be certain that additional financing will be available to it on favorable terms, or at all. If Swvl is unable to obtain adequate financing or financing on terms satisfactory to it or within the timeframe it requires, its ability to continue to support its business growth and to respond to business challenges could be significantly limited, and Swvl’s business, financial condition and operating results could be adversely affected.
Swvl’s metrics and estimates, including the key metrics included in this prospectus, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm Swvl’s reputation and negatively affect Swvl’s business, financial condition and operating results.
Swvl regularly reviews and may adjust its processes for calculating the metrics used to evaluate growth, measure performance and make strategic decisions. These metrics, including Utilization, avoided emissions and driver retention rates, among others, which are calculated using internal company data and have not been evaluated by a third-party. Swvl’s metrics may differ from estimates published by third parties or from similarly titled metrics of Swvl’s competitors due to differences in methodology or the assumptions on which Swvl relies, and Swvl may make material adjustments to its processes for calculating its metrics in order to enhance accuracy, because better information becomes available or for other reasons, which may result in changes to such metrics. The estimates and forecasts Swvl discloses relating to the size and expected growth of Swvl’s addressable market may prove to be inaccurate. Even if the markets in which Swvl competes meet the size estimates and growth Swvl has forecasted, Swvl’s business could fail to grow at similar rates, if at all. Additionally, while Swvl may at times create and publish metrics or other disclosures regarding environmental, social and governance (“ESG”) matters, many of the statements in those voluntary disclosures are based on expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain given the long timelines involved and the lack of an established single approach to identify, measuring, and reporting on many ESG matters. If investors or analysts do not consider Swvl’s metrics to be accurate representations of its business, or if Swvl discovers material inaccuracies in its metrics, then Swvl’s business, financial condition and operating results could be adversely affected.
Swvl’s marketing efforts to help grow its business may not be effective.
Promoting awareness of Swvl’s offerings is important to Swvl’s ability to grow its business and to attract new qualified drivers and riders and can be costly. Swvl believes that much of the growth in its rider base and the number of drivers using its platform is attributable to its paid marketing initiatives. Swvl’s marketing efforts currently include offline marketing (such as billboard advertisements and
in-person
promotional events), online marketing (such as social media and Internet-driven advertising campaigns), and partnerships with other businesses, through which Swvl offers promotions and other incentives to the customers of such businesses. As Swvl expands its business into new markets, its marketing initiatives may become increasingly expensive, and generating a meaningful return on those initiatives may be difficult. Even if Swvl successfully increases revenue due to its paid marketing efforts, such an increase may not offset the additional marketing expenses Swvl incurs.
If Swvl’s marketing efforts are not successful in promoting awareness of Swvl’s offerings or attracting new qualified drivers, riders, or corporate customers, or if Swvl cannot cost-effectively manage its marketing expenses, Swvl’s operating results and financial condition could be adversely affected. If Swvl’s marketing
 
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efforts successfully increase awareness of its offerings, this could also lead to increased public scrutiny of its business and increase the likelihood of third parties bringing legal proceedings against Swvl. Any of the foregoing risks could harm Swvl’s business, financial condition, and operating results.
Any failure to offer high-quality user support may harm Swvl’s relationships with users and could adversely affect Swvl’s reputation, brand, business, financial condition, and operating results.
Swvl’s ability to attract and retain drivers, riders and corporate customers to use its platform depends partly on the ease and reliability of its offerings, including its ability to provide high-quality support. Riders, drivers and other users of Swvl’s platform depend on Swvl’s support services to resolve any issues relating to its offerings, such as issues relating to payments or reporting a safety incident. Swvl’s ability to provide adequate and timely support is dependent on its ability to automate support services for simple issues (such as route inquiries) and, for other issues, to retain and deploy third-party service providers who are qualified to support users and sufficiently knowledgeable regarding Swvl’s offerings. As Swvl continues to grow its business and improve and expand its offerings, it will face challenges in providing quality support services at scale. As Swvl expands its offerings into new territories, it will be required to provide support services specific to its offerings and the needs of users in the applicable market. Furthermore, the
COVID-19
pandemic may impact Swvl’s ability to provide adequate and timely support (such as a decrease in the availability of service providers and an increase in response time). Any failure to provide high-quality user support, or a market perception that Swvl does not offer high-quality support, could adversely affect Swvl’s reputation, brand, business, financial condition and operating results.
Systems failures and resulting interruptions in the availability of Swvl’s website, applications, platform, or offerings could adversely affect Swvl’s business, financial condition, and operating results.
Swvl’s systems, or those of the third parties upon which Swvl relies, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed
denial-of-service
and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Swvl’s systems may also be subject to
break-ins,
sabotage, theft and intentional acts of vandalism, including by Swvl’s employees. Some of Swvl’s systems are not fully redundant, and Swvl’s disaster recovery planning may not be sufficient for all eventualities. Any business interruption insurance that Swvl obtains in the future may not be adequate to cover all of Swvl’s losses that may result from interruptions in Swvl’s service due to systems failures and similar events.
Swvl may experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of Swvl’s offerings. These events could result in loss of revenue. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of Swvl’s offerings could adversely affect Swvl’s business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm to the users using its platform, Swvl may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from Swvl for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for Swvl to address.
Swvl’s business could be adversely impacted by changes in users’ access to the Internet and mobile devices or unfavorable changes in, or Swvl’s failure to comply with, existing or future laws governing the Internet and mobile devices.
Swvl’s business depends on users’ access to its platform via the Internet and mobile devices. Swvl operates in and plans to expand into markets that may have low levels of Internet penetration or provide limited Internet connectivity in some areas. The price of mobile devices and Internet access may limit Swvl’s potential growth in such markets. Internet infrastructure in such markets may not support, and may be disrupted by, continued growth in the number of Internet users, their frequency of use or their bandwidth requirements. Any such failure in Internet or mobile device accessibility, even for a short period, could adversely affect Swvl’s business, financial condition, or operating results.
 
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Swvl is subject to several laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and Swvl’s offerings, require Swvl to change its business practices, or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, mobile and other communications, advertising practices, consumer protections, online payment services, and the characteristics and quality of offerings, among other things. Any failure, or perceived failure, by Swvl to comply with any of these laws or regulations could result in damage to Swvl’s reputation and brand, a loss of users, and fines or proceedings by governmental agencies, any of which could adversely affect Swvl’s business, financial condition and operating results.
Swvl relies on mobile operating systems and application marketplaces to make its mobile applications available to the drivers and riders using its platform. If Swvl does not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, Swvl’s usage or brand recognition could decline and Swvl’s business, financial results and operating results could be adversely affected.
Swvl depends in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make its applications available to drivers and riders using its platform. Any changes in such systems and application marketplaces that degrade the functionality of Swvl’s applications or give preferential treatment to competitors’ applications could adversely affect the usage of Swvl’s platform. If such mobile operating systems or application marketplaces limit or prohibit Swvl from making its applications available to drivers and riders, make changes that degrade the functionality of Swvl’s applications, increase the cost of using its applications, impose terms of use unsatisfactory to Swvl or modify their search or ratings algorithms in ways that are detrimental to it, or if the placement of competitors in such mobile operating systems’ application marketplaces is more prominent than the placement of Swvl’s applications, overall growth in Swvl’s rider or driver base could slow. Swvl’s applications have experienced fluctuations in number of downloads in the past, and Swvl anticipates fluctuations in the future. Any of the foregoing risks could adversely affect Swvl’s business, financial condition and operating results.
As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support Swvl’s platform or effectively roll out updates to Swvl’s applications. Additionally, Swvl needs to ensure that its offerings are designed to work effectively with a range of mobile technologies, systems, networks, and standards to deliver high-quality applications. Swvl may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance the experience of drivers and riders. If drivers or riders on Swvl’s platform encounter any difficulty accessing or using Swvl’s applications on their mobile devices, or if Swvl is unable to adapt to changes in popular mobile operating systems, Swvl’s business, financial condition, and operating results could be adversely affected.
Swvl depends on the interoperability of its platform across third-party applications and services that Swvl does not control.
Swvl’s platform integrates with various communications, ticketing, payment and social media vendors. As Swvl’s offerings expand and evolve, its platform may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products, and services are constantly evolving, and Swvl may not be able to maintain or modify its platform to ensure its compatibility with third-party offerings following development changes. In addition, some of Swvl’s competitors or third-parties upon which Swvl relies may take actions that disrupt the interoperability of Swvl’s platform with their products or services or exert strong business influence on Swvl’s ability to operate and distribute its platform or the terms on which it does so. As Swvl’s respective products evolve, Swvl expects the types and levels of competition to increase. Should any of Swvl’s competitors or other third-parties modify their products, standards or terms of use in a manner that degrades the functionality or performance of Swvl’s platform or is otherwise unsatisfactory to Swvl or gives preferential treatment to competitive products or services, Swvl’s products, platform, business, financial condition and operating results could be adversely affected.
 
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If Swvl is unable to make acquisitions and investments or successfully integrate them into its business, or if Swvl enters into strategic transactions that do not achieve its objectives, Swvl’s business, financial condition and operating results could be adversely affected.
As part of its business strategy, Swvl may consider various potential strategic transactions, including acquisitions of businesses, new technologies, services and other assets and strategic investments that complement Swvl’s business. As Swvl grows, it also may explore investments in new technologies, which Swvl may develop or other parties may develop. There is no assurance that such acquired businesses will be successfully integrated into Swvl’s business or generate substantial revenue, or that Swvl’s investments in other technologies will generate returns for its business.
Acquisitions involve numerous risks, any of which could harm Swvl’s business and negatively affect Swvl’s business, financial condition and operating results, including:
 
   
intense competition for suitable acquisition targets, which could increase acquisition costs and adversely affect Swvl’s ability to consummate transactions on favorable or acceptable terms;
 
   
failure or material delay in consummating a transaction;
 
   
transaction-related lawsuits or claims;
 
   
Swvl’s ability to successfully obtain indemnification;
 
   
difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired company;
 
   
difficulties in retaining key employees or business partners of an acquired company;
 
   
diversion of financial and management resources from existing operations or alternative acquisition opportunities;
 
   
failure to realize the anticipated benefits or synergies of a transaction;
 
   
failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, data privacy, cybersecurity, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues;
 
   
risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business;
 
   
theft of Swvl’s trade secrets or confidential information that Swvl shares with potential acquisition candidates;
 
   
risks that an acquired company or investment in new offerings cannibalizes a portion of Swvl’s existing business;
 
   
adverse market reaction to an acquisition; and
 
   
dilution to our shareholders if we issue equity in connection with the acquisition (Swvl currently anticipates that potential future acquisitions are likely to involve equity as some or all of the consideration).
In addition, Swvl may divest businesses or assets or enter into joint ventures, strategic partnerships or other strategic transactions. These types of transactions also present certain risks. For example, Swvl may not achieve the desired strategic, operational, and financial benefits of a divestiture, partnership, joint venture, or other strategic transaction. Further, during the pendency of a divestiture or the integration or separation process of any strategic transaction, Swvl may be subject to risks related to a decline in business or a loss of employees, customers, or suppliers.
 
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If Swvl fails to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services and other assets, strategic investments or other transactions, or if Swvl fails to integrate such acquisitions or investments successfully, or if it is unable to successfully complete other transactions or such transactions do not meet its strategic objectives, its business, financial condition and operating results could be adversely affected.
Swvl’s acquisitions of controlling interests in Shotl and Viapool and acquisitions of Volt Lines, door2door and Urbvan may not be beneficial to Swvl as a result of the cost of integrating geographically disparate operations and the diversion of management’s attention from Swvl’s existing business, among other things, and these transactions involve the issuance of equity securities, which dilutes the interests of our existing shareholders. In addition, Swvl may not consummate all acquisitions that it announces.
On August 19, 2021, Swvl announced a definitive agreement to acquire a controlling interest in Shotl, a mass transit platform that partners with municipalities and corporations to provide
on-demand
bus and van services across Europe, South America and the Asia-Pacific region. The transaction closed on November 19, 2021.
On November 16, 2021, Swvl announced a definitive agreement to acquire a controlling interest in Viapool, a mass transit platform currently operating in Buenos Aires, Argentina and Santiago, Chile. The transaction closed on January 14, 2022.
On March 24, 2022, Swvl announced a definitive agreement to acquire a controlling interest in door2door, a high-growth mobility operations platform that partners with municipalities, public transit operators, corporations, and automotive companies to optimize shared mobility solutions across Europe. The transaction closed on June 3, 2022.
On April 25, 2022, Swvl announced a definitive agreement to acquire Volt Lines, a Turkey-based B2B and Transport as a Service mobility business. The acquisition builds on Swvl’s recent acquisitions of controlling stakes in Shotl and Viapool, and acquisition of door2door. The Volt Lines transaction closed on May 25, 2022.
On July 11, 2022, Swvl acquired Urbvan, a shared mobility platform that provides tech-enabled transportation services to Latin America’s second largest country by population. The Urbvan transaction was announced and closed on July 11, 2022.
Integration of the Shotl, Viapool, door2door, Volt Lines and Urbvan businesses and operations with Swvl’s existing business and operations will be a complex, time-consuming and costly process, particularly given that the acquisition will significantly diversify the geographic areas in which Swvl operates. Failure to successfully integrate the Shotl, Viapool, door2door, Volt Lines and Urbvan businesses and operations with Swvl’s existing business and operations in a timely manner may have a material adverse effect on Swvl’s business, financial condition, results of operations and cash flows. Similarly, Swvl’s ongoing acquisition program exposes it to integration risks as well. The difficulties of combining the acquired operations include, among other things:
 
   
failure to realize expected profitability, growth or accretion;
 
   
integrating additional Swvl Business offerings into Swvl’s existing operations;
 
   
coordinating geographically disparate organizations, systems and facilities;
 
   
attracting sufficient platform users in Europe, Brazil, Japan, Argentina and Chile;
 
   
operating in several new jurisdictions and municipalities with unique laws and regulations;
 
   
consolidating corporate, technological and administrative functions;
 
   
the diversion of management’s attention from other business concerns;
 
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rider loss from the acquired businesses; and
 
   
potential environmental or regulatory liabilities and title problems.
Certain of the acquisition agreements that we have entered into contain
earn-out
or other provisions that require us to abide by restrictions on the conduct of our business (or of the acquired business) for a period of time during the pendency of the transaction as well as following the completion of the acquisitions contemplated by such agreements. For example, some of these agreements require us to commit certain amounts of capital to such acquired businesses and limit our ability to terminate certain employees, in each case, over specified timeframes.
In addition, Swvl may not realize all of the anticipated benefits from its acquisition of controlling interests in Shotl and Viapool, and acquisitions of Volt Lines, door2door and Urbvan, such as cost savings and revenue enhancements, for various reasons, including the fact that Swvl’s diligence was of a limited scope and performed by third party business consultants (and with respect to Shotl, solely with respect to Shotl’s business in Spain), difficulties integrating operations and personnel, higher costs,
COVID-19
related interruption, unknown liabilities and fluctuations in markets.
The transactions with each of Shotl, Viapool, Volt Lines and door2door involve the issuance by Swvl of equity consideration, which causes dilution to our stockholders. The transaction with Urbvan involved the issuance by Swvl of warrants with a de minimum exercise price, which will cause dilution to our stockholders upon exercise of those warrants. For further information, see the section of this prospectus entitled “Description of Securities”. Assuming maximum issuance of shares pursuant to the earn-outs provided for in the transactions with Shotl, Viapool, Volt Lines, door2door and Urbvan, Swvl will issue an aggregate of 16,537,608 shares of its Class A Ordinary Shares (which equals approximately 12.2% of Swvl’s total outstanding shares of Class A Ordinary Shares as of the date of this prospectus). Swvl expects to register for resale these shares at a future date in accordance with its contractual obligations. The future resale of such shares may cause the market price of Swvl’s shares to drop significantly. Swvl currently anticipates that potential future acquisitions are likely to involve equity as some or all of the acquisition consideration, and are also likely to entail an obligation on Swvl to register such shares for resale.
Many of our publicly announced acquisitions have been, and we anticipate acquisitions we may announce in the future will often be, structured in a manner whereby the consummation of the acquisition is to occur on a date subsequent to announcement of the acquisition. For example, consummation of the acquisition may be subject to the satisfaction or waiver of certain closing conditions. Factors arising between announcement of the acquisition and anticipated closing may prevent, delay or otherwise materially adversely affect the completion of such acquisitions. For example, our acquisition of Zeelo did not close in May 2022 as originally expected and on July 29, 2022, we and Zeelo agreed to terminate the transaction. While all
pre-completion
obligations were met, we and Zeelo mutually agreed to terminate the planned transaction as a result of financial market volatility. Please see the section entitled “Recent Developments—Termination of Definitive Agreement to Acquire Zeelo”. The termination of our acquisition of Zeelo or the inability to complete any other acquisition we may announce, or a change in terms of any such transaction, could cause Swvl to fail to realize some or all the benefits that it expected to achieve, and there could also be resulting disputes or reputational harm.
Swvl does not have written contractual arrangements in place with certain of its historically material customers.
Swvl has provided, and continues to provide, TaaS services to certain corporate customers without a written contract governing such arrangement. These
non-contractual
arrangements with TaaS customers made up
approximately 3%, 6%, 7% and 6% of Swvl’s revenue in each of fiscal year 2019, fiscal year 2020, fiscal year 2021 and the six months ended June 30, 2022, respectively. While the counterparties have performed under such arrangements without any material disputes, in the event of a dispute, the lack of a written contract could make it
 
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particularly difficult for Swvl to enforce its rights under the arrangement, if at all. Swvl is in the process of entering into definitive documentation to govern its relationships with such corporate customers and is setting up internal procedures to ensure that future relationships are governed by written contractual arrangements at the outset. As a result, Swvl expects to be able to reduce the percentage of revenue attributable to TaaS customers without contractual arrangements over time. However, there is no guarantee that existing TaaS customers will agree to enter into definitive documentation, and there are no assurances entry into such definitive documentation would allow Swvl to enforce claims against such counterparties for actions taken prior to entry into such agreements.
Swvl’s business could be adversely affected by natural disasters, public health crises, political crises, economic downturns, or other unexpected events.
A natural disaster, such as an earthquake, fire, hurricane, tornado or flood, or significant power outage, could disrupt Swvl’s operations, mobile networks, the Internet or the operations of Swvl’s third-party technology providers. In addition, any public health crises, other epidemics, political crises, such as terrorist attacks, war and other political or social instability, or other catastrophic events could adversely affect Swvl’s operations or the economy as a whole. Moreover, the likelihood of such events may increase as a result of climate change or other systemic impacts. The impact of such events or other disruption to Swvl or its third-party providers’ abilities could result in decreased demand for Swvl’s offerings or a disruption in the provision of Swvl’s offerings, which could adversely affect Swvl’s business, financial condition and operating results.
Swvl’s business, financial condition and operating results are also subject to general economic conditions in the markets in which it operates. Any deterioration of economic conditions in such markets could lead to, among other things, increased unemployment and decreased consumer spending and commercial activity. As a result, demand for Swvl’s platform by riders and drivers may decline. Swvl cannot predict the timing or duration of any economic slowdown or subsequent economic recovery in the markets in which it operates or intends to operate. An economic downturn resulting in a prolonged recessionary period may adversely affect Swvl’s business, financial condition and operating results.
Swvl’s operations are subject to currency volatility and inflation risk.
The U.S. dollar is Swvl’s presentation currency as a group. Swvl also derives revenues and incurs expenses in other currencies relevant to each country of operations, including Egyptian pounds, Pakistani rupees, and Kenyan shillings. Swvl is therefore subject to foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, Swvl is exposed to the risk that these currencies may appreciate relative to the U.S. dollar or, if such currencies devalue relative to the dollar, that inflation rates may exceed the speed of devaluation, or that the timing of such depreciation may lag behind inflation. The dollar cost of Swvl’s operations would increase in any such event, and Swvl’s dollar-denominated operating results would be adversely affected.
Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl
Swvl has identified material weaknesses in its internal control over financial reporting. If for any reason Swvl is unable to remediate these material weaknesses and otherwise to maintain proper and effective internal controls over financial reporting in the future, Swvl’s ability to produce accurate and timely consolidated financial statements may be impaired, which may harm Swvl’s operating results, Swvl’s ability to operate its business or investors’ views of Swvl.
Prior to the Business Combination, Swvl operated as a private company with the size of accounting and financial reporting personnel, and other resources with which to address its internal controls over financial reporting, being in line with early-stage private companies. In connection with the preparation of its financial statements as of and for the year ended December 31, 2021, Swvl and its independent registered public
 
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accounting firm identified material weaknesses in Swvl’s internal control over financial reporting related to (1) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience, (2) a lack of sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements, and (3) the design and operating effectiveness of IT general controls for information systems that are relevant to the preparation of Swvl’s consolidated financial statements.
The Public Company Accounting Oversight Board has defined a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Swvl’s financial statements will not be prevented or detected on a timely basis.
Swvl has developed and is in the process of implementing a remediation plan to address these control deficiencies, which will address the underlying causes of Swvl’s material weaknesses. As part of Swvl’s remediation plan, Swvl has hired additional qualified personnel within its finance and accounting functions who are experienced in IFRS and SEC reporting, in addition to starting to conduct training for Swvl personnel with respect to IFRS and SEC financial reporting. Swvl is establishing more robust processes to support its internal control over financial reporting, including sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements. Furthermore, with respect to the effectiveness of Swvl’s IT general controls, Swvl is establishing formal processes and controls for information systems that are key to the preparation of its consolidated financial statements, including access and change controls. If these measures are ineffective, Swvl may be unable to remediate these issues in the anticipated timeframe, which may have an adverse effect on Swvl’s operating results, Swvl’s ability to operate its business or investors’ views of Swvl.
While Swvl performed a preliminary evaluation of its internal control over financial reporting, Swvl was not required to perform an evaluation of internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because Swvl was a private company during the applicable evaluation period ending December 31, 2021. Had such an evaluation been performed, additional control deficiencies may have been identified by Swvl, and those control deficiencies may have also represented one or more material weaknesses.
Uncertainties with respect to the legal systems in the jurisdictions in which Swvl operates, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect Swvl’s business, financial condition and operating results.
At present, Swvl conducts the majority of its operations in Egypt, Pakistan and Kenya, but it currently operates in over 20 countries. There are, and will likely continue to be, substantial uncertainties regarding the interpretation and application of laws and regulations in the jurisdictions in which Swvl operates, including the laws and regulations governing Swvl’s business, the enforcement and performance of contractual arrangements and the protection of intellectual property rights. The legal systems in the countries in which Swvl operates may not be as predictable or developed as that of the United States, and in particular, may not have developed laws and regulations relating to the ridesharing industry. As a result, existing laws and regulations may be applied inconsistently and, in certain circumstances, it may be difficult to determine what actions or omissions may be deemed to violate applicable laws and regulations. There can be no assurance that Swvl’s business will not be found to violate applicable laws or regulations in these jurisdictions in the future.
In addition, the jurisdictions in which Swvl has business operations may in the future enact new laws and regulations relating to the Internet, emissions and other environmental matters associated with ridesharing operations, the ridesharing industry generally and the operation of Swvl’s business, and the interpretation and enforcement of such laws may involve significant uncertainties. New laws and regulations that affect Swvl’s existing and proposed future businesses may also be applied retroactively.
 
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Swvl is, and may in the future be, required to hold registrations, licenses, permits and approvals in connection with its business operations. New laws and regulations may be adopted from time to time that require Swvl to obtain registrations, licenses, permits and approvals in addition to those Swvl already holds. Swvl does not hold all of the required licenses and registrations for certain jurisdictions where Swvl operates.
In Egypt, Swvl is subject to Law No. 87 of 2018 and the Executive Regulation by Presidential Decree No. 2180 of 2019 (collectively, “Egyptian Ridesharing Laws”). Pursuant to such Egyptian Ridesharing Laws, Swvl – as well as any other land transport service company in Egypt that utilizes information technology – is required to obtain a license issued by Egypt’s Land Transport Regulatory Authority (the “Egyptian LTRA”). While companies were required under the Egyptian Ridesharing Laws to obtain such licenses by December 12, 2018, the Egyptian LTRA was not established until June 11, 2019, and, to Swvl’s knowledge, it has not yet issued a license to any ridesharing company, including Swvl. On December 12, 2019, Swvl submitted an application to the Egyptian LTRA, seeking the required license. If and when the Egyptian LTRA approves Swvl’s license application, Swvl will be required to pay a licensing fee, which will include a fee associated with the application process and a fee for Swvl’s
pre-license
operations in Egypt. As a result of Swvl’s current
non-compliance
with the licensing requirements of the Egyptian Ridesharing Laws, the Egyptian LTRA has imposed monetary fines on drivers using Swvl’s platform, which Swvl expects will continue to be imposed until Swvl’s license application is approved. Swvl has reimbursed, and expects to continue to reimburse, drivers for the costs of such fines, which totaled approximately $190 thousand, $440 thousand, $700 thousand and $310 thousand during the years ended December 31, 2019, December 31, 2020, December 31, 2021 and the six months ended June 30, 2022, respectively.
In Jordan, Swvl has been working with relevant authorities to obtain a license to support its business operations at a larger commercial scale. However, the Land Transport Regulatory Commission (the “LTRC”) of Jordan is currently not accepting any license applications, and, as a result, we cannot predict if or when the LTRC license will be obtained.
Other than ordinary course business permits generally applicable to companies operating in each particular jurisdiction and regulations pertaining to foreign investment (described in further detail below), Swvl does not believe it is required to obtain any other registrations, licenses, permits or approvals to conduct its business as presently conducted in each of the other jurisdictions in which it operates. Swvl further believes that it possesses all such business permits, the failure of which to possess would be material to Swvl’s operations as presently conducted in the jurisdictions in which it operates. However, as regulation of the ridesharing industry in these jurisdictions remains under development, new laws and regulations may be adopted or implemented that could increase or otherwise change the requirements applicable to Swvl. In addition, regulators may interpret existing laws and regulations that were not intended to apply to ridesharing businesses to apply to Swvl or its operations. Further, Swvl may expand its operations in the jurisdictions in which it operates in ways that would require additional licenses. In particular, if Swvl were to expand its operations in Saudi Arabia or Malaysia to include
business-to-consumer
services, which is under evaluation, Swvl would be required to obtain licenses in such jurisdictions. If Swvl fails to obtain any required registrations, licenses, permits or approvals or is otherwise found to be operating its business in a manner that is not compliant with applicable law, Swvl may be subject to fines, revocation of its licenses and permits or other sanctions or be required to discontinue or restrict Swvl’s operations in such jurisdictions. Any such required registrations, licensees, permits and approvals may be difficult for Swvl to obtain. Swvl cannot predict the effect that the interpretation of existing or new laws or regulations may have on Swvl’s business.
In addition, governments in the jurisdictions Swvl operates or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or operating in such jurisdictions. Because Swvl is incorporated in the British Virgin Islands, Swvl may be deemed to be foreign investors and therefore be subject to such restrictions or controls. As a result, there may be a risk of loss due to, among other things, expropriation, nationalization or confiscation of assets or the imposition of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in such jurisdictions.
 
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While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage and protect investment by BVI persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover the jurisdictions in which Swvl operates in or that such treaties or agreements will be fully implemented or effective. In other cases, Swvl is not able to take advantage of certain treaties because it is a British Virgin Islands company and is therefore exposed to additional risk of such loss.
While Swvl is not aware of any material limitations on foreign investment in the jurisdictions in which it operates, Swvl is required to comply with certain regulations related to such investment. In particular, in Jordan,
non-Jordanian
investors are restricted from wholly owning any project or business venture that involves certain trade, construction or services activities. While Swvl does not intend to engage in any such activities in Jordan, the organizational documents of the entity that currently conducts Swvl’s operations in Jordan erroneously includes certain restricted activities as potential objectives of such entity. Such entity is in the process of amending its organizational documents such that Swvl will be permitted to acquire and hold all of the equity thereof. In addition, in the United Arab Emirates, foreign investors are required to operate via an onshore licensed entity or an onshore branch of a foreign or free zone entity. Swvl has established such an onshore branch and has obtained the requisite licenses and approvals for such branch’s operations. Swvl may become subject to additional limitations and regulations as it expands its operations in the jurisdictions in which it operates and into new jurisdictions, and such limitations and regulations may impair Swvl’s ability to operate effectively in such jurisdictions.
Any of the foregoing or similar occurrences or developments could significantly disrupt Swvl’s business operations and restrict Swvl from conducting a substantial portion of its business operations in these jurisdictions, which could adversely affect Swvl’s business, financial condition or operating results.
As Swvl expands its offerings, it may become subject to additional laws and regulations, and any actual or perceived failure by Swvl to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect Swvl’s business, financial condition, and operating results.
As Swvl continues to expand its offerings and user base, it may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Many of these laws and regulations were adopted prior to the advent of Swvl’s industry and related technologies and, as a result, do not contemplate or address the unique issues faced by Swvl’s industry.
Despite Swvl’s efforts to comply with applicable laws, regulations and other obligations relating to its offerings, it is possible that Swvl’s practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Swvl’s failure to comply with such laws, regulations or obligations may result in Swvl being blocked from or limited in providing or operating its products and offerings in such jurisdictions, or it may be required to modify its business model in those or other jurisdictions as a result. Moreover, Swvl’s failure, or the failure by Swvl’s third-party service providers, to comply with applicable laws or regulations or any other obligations relating to Swvl’s offerings, could harm Swvl’s reputation and brand, discourage new and existing drivers and riders from using Swvl’s platform, lead to refunds of rider fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect Swvl’s business, financial condition and operating results.
Swvl is subject to various laws relating to anti-corruption, anti-bribery, anti-money laundering, and countering the financing of terrorism and has operations in certain countries known to experience high levels of corruption. Swvl has not implemented, or has only recently implemented, certain policies and procedures for the operation of its business and compliance with applicable laws and regulations, including policies with respect to anti-bribery and anti-corruption matters and cyber protection.
Swvl is subject to anti-corruption, anti-bribery, and anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which Swvl does business. Swvl will be subject to such laws in other
 
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jurisdictions in the future, including, for example, the FCPA. These laws generally prohibit Swvl, its employees and agents from improperly influencing government officials or commercial parties to, among other things, obtain or retain business, direct business to any person, or gain any improper advantage. Under applicable anti-bribery and anti-corruption laws, Swvl could be held liable for acts of corruption and bribery committed by third-party business partners and service providers, representatives, and agents who acted on Swvl’s behalf.
Swvl has operations in, and has business relationships with, entities in countries known to experience high levels of corruption. Swvl and its third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. Swvl is subject to the risk that it could be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries and its and their respective employees, representatives, contractors, and agents, even if Swvl does not authorize such activities. Swvl’s employees from time to time consult or engage in discussions with government officials in the jurisdictions where it operates with respect to potential changes in government policies or laws relating to the mass transit ridesharing industry, which may heighten such anti-corruption-related risks.
In addition, Swvl’s activities in certain countries with high levels of corruption enhance the risk of unauthorized payments or offers of payments by business partners and service providers, employees, or consultants in violation of various anti-corruption laws, including the FCPA, even though the actions of these parties are often outside Swvl’s control. Swvl adopted anti-bribery and anti-corruption policies in September 2020, enhanced its policies in December 2021 and implementation of these policies is ongoing. While these policies are intended to address compliance with such laws, there can be no guarantee that they are or will be fully effective at all times, and Swvl’s employees and agents may take actions in violation of Swvl’s anti-bribery and anti-corruption policies or applicable laws, for which Swvl may be ultimately held responsible. Swvl in the process of reviewing its compliance program to identify areas for enhancements, and Swvl intends to continuously update and improve its compliance program as it expands its operations into new jurisdictions and becomes subject to a larger number of anti-corruption-related laws. However, there remains no guarantee that any such expanded compliance program will be fully effective at all times.
Any violation of applicable anti-bribery, anti-corruption, anti-money laundering, and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to Swvl’s reputation and brand, investigations, imposition of significant legal fees, severe criminal or civil sanctions and disgorgement of profits, suspension or loss of required licenses and permits, exit from an important market, substantial diversion of management’s attention, a drop in Swvl’s share price, or other adverse consequences, any or all of which could have a material and adverse effect on Swvl’s business, financial condition and operating results.
Swvl may be subject to claims, lawsuits, government investigations and other proceedings that adversely affect Swvl’s business, financial condition and operating results.
Swvl has been subject to claims, lawsuits, government investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving labor and employment, commercial disputes and tax matters. Swvl expects to continue to be subject to claims, lawsuits, government investigations and other legal or regulatory proceedings in the ordinary course of business, which may involve any of the foregoing matters as well as licensing and permits, pricing practices, competition, consumer complaints, personal injury, anti-discrimination, intellectual property disputes and other matters, and Swvl may become subject to additional types of claims, lawsuits, government investigations and other legal or regulatory proceedings as Swvl’s business grows and as Swvl deploys new offerings. Moreover, certain liabilities may be imposed by jurisdictions where Swvl operates, including tax liability, which may subject it to regulatory enforcement procedures if it does not or cannot comply.
The results of any such claims, lawsuits, government investigations or other legal or regulatory proceedings cannot be predicted. Any claims against Swvl, whether meritorious or not, could be time-consuming, result in
 
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costly litigation, harm Swvl’s reputation, require significant management attention and divert substantial resources. It is possible that a resolution of such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect Swvl’s business, financial condition and operating results. These proceedings could also result in harm to Swvl’s reputation and brand, sanctions, injunctions or other orders requiring a change in Swvl’s business practices. Any of these consequences could adversely affect Swvl’s business, financial condition and operating results. Furthermore, under certain circumstances, Swvl has contractual and other legal obligations to indemnify and to incur legal expenses on behalf of Swvl’s business and commercial partners.
A determination in, or settlement of, any legal proceeding, whether Swvl is a party to such legal proceeding or not, that involves Swvl’s industry could harm Swvl’s business, financial condition and operating results. For example, a determination that classifies a driver of a ridesharing platform as an employee, whether Swvl is a party to such determination or not, could cause Swvl to incur significant expenses or require substantial changes to its business model.
In addition, Swvl regularly includes arbitration provisions in Swvl’s Terms of Service with drivers and riders using Swvl’s platform. These provisions are intended to streamline the dispute resolution process for all parties involved, as arbitration can, in some cases, be faster and less costly than litigating disputes in court. However, arbitration may become more expensive, or the volume of arbitration may increase and become burdensome. The use of arbitration provisions may subject Swvl to certain risks to its reputation and brand, as these provisions have been the subject of increasing public scrutiny in certain jurisdictions.
Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration across the jurisdictions in which Swvl operates and may operate in the future, there is a risk that some or all of Swvl’s arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If Swvl’s arbitration agreements were found to be unenforceable, in whole or in part, or particular claims are required to be exempted from arbitration, Swvl could experience an increase in its costs to litigate disputes and the time involved in resolving such disputes, and Swvl could face increased exposure to potentially costly lawsuits, each of which could adversely affect Swvl’s business, financial condition and operating results.
Failure to protect or enforce Swvl’s intellectual property rights could harm Swvl’s business, financial condition and operating results.
Swvl’s success is dependent in part upon protecting Swvl’s intellectual property rights and technology (such as code, confidential information, data, processes and other forms of information, knowhow and technology). As Swvl grows, it will continue to develop intellectual property that is important for its existing or future business. Swvl relies on a combination of copyright, trademark, service mark, trade secret,
know-how
and confidential information laws and contractual restrictions to establish and protect Swvl’s intellectual property. However, the steps Swvl takes to protect its intellectual property may not be sufficient and may vary by jurisdiction.
Even if Swvl does detect violations, Swvl may need to engage in litigation to enforce its rights. Any enforcement efforts Swvl undertakes, including litigation, could be time-consuming and expensive and could divert the attention of management. While Swvl takes precautions designed to protect its intellectual property, it may still be possible for competitors and other unauthorized third parties to copy Swvl’s technology, reverse engineer its data and use its proprietary information to create or enhance competing solutions and services, which could adversely affect Swvl’s position in the rapidly evolving and increasingly competitive mass-transit ridesharing industry.
Swvl has not registered any of its intellectual property outside of Egypt. Swvl’s failure to register its brand names or logos in jurisdictions in which it operates could allow competitors to register the same or similar names or logos that confuse potential consumers and/or prevent Swvl from subsequently protecting its names and logos. Some license provisions that protect against unauthorized use, copying, transfer and disclosure of Swvl’s
 
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technology may be unenforceable under the laws of certain countries. The laws of some countries do not provide the same level of protection of intellectual property as the laws of the United States, and adequate intellectual property protection may not be available or may be limited in such countries. Swvl’s intellectual property protection and enforcement strategy is influenced by many considerations, including costs, where Swvl has business operations, where Swvl might have business operations in the future, legal protections available in a specific jurisdiction and/or other strategic considerations. As such, Swvl does not have identical or analogous intellectual property protection in all jurisdictions, which could limit Swvl’s freedom to operate as it expands into new jurisdictions. As Swvl expands its offerings into new jurisdictions, its exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase. Swvl may need to expend additional resources to protect, enforce or defend its intellectual property, which could harm Swvl’s business, financial condition or operating results. Swvl may also need to expend additional resources to understand and analyze the varying protections available in different jurisdictions and whether formal protection for intellectual property, such as rights in software, is available, commercially advisable and/or enforceable.
Swvl enters into confidentiality and intellectual property assignment agreements with employees and contractors and enters into confidentiality agreements with third-party providers and corporate customers. There can be no assurance that these agreements will effectively control access to, and use and distribution of, Swvl’s platform and proprietary information. Further, these agreements do not prevent Swvl’s competitors from independently developing technologies that are substantially equivalent or superior to Swvl’s offerings. Competitors and other third parties may also attempt to reverse engineer Swvl’s data, which would compromise Swvl’s trade secrets and other rights.
Swvl may be required to spend significant resources monitoring and protecting its intellectual property rights, and some violations may be difficult or nearly impossible to detect. Litigation to defend and enforce Swvl’s intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of Swvl’s intellectual property. Swvl’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of Swvl’s intellectual property rights. Swvl’s inability to protect its intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of Swvl’s management’s attention and resources, could impair the functionality of Swvl’s platform, delay introductions of enhancements to Swvl’s platform, result in Swvl substituting inferior or more costly technologies into its platform or harm Swvl’s reputation or brand. In addition, Swvl may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms and could adversely affect Swvl’s ability to compete.
The ridesharing industry has also been subject to attempts to steal intellectual property. Although Swvl takes measures to protect its property, if it is unable to prevent the theft of its intellectual property or its exploitation, the value of Swvl’s investments may be undermined and Swvl’s business, financial condition and operating results may be negatively impacted.
Claims by others that Swvl infringed their proprietary technology or other intellectual property rights could harm Swvl’s business, financial condition and operating results.
Companies in the Internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own or otherwise obtained. As Swvl’s public profile grows and the number of competitors in Swvl’s markets increases, and as Swvl continues to develop new technologies and intellectual property, the possibility of intellectual property rights claims against Swvl may grow. From time to time, third parties may assert claims of infringement of intellectual property rights against Swvl. Swvl does not hold any patents. Competitors of Swvl and others may now and in the future have significantly larger and more mature patent portfolios than Swvl has. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service
 
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revenue and against whom Swvl’s own patents (if and when acquired) may therefore provide little or no deterrence or protection. Many potential litigants, including some of Swvl’s competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third-party, even those without merit, could cause Swvl to incur substantial costs defending against such claim, could distract management’s attention from the operation of Swvl’s business and could require Swvl to cease its use of certain intellectual property. Furthermore, because intellectual property litigation may involve a substantial amount of discovery, Swvl may risk compromising its own confidential information in the course of any such litigation. Swvl may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against Swvl, Swvl may be subject to an injunction or other restrictions that prevent Swvl from using or distributing its intellectual property, or Swvl may agree to a settlement that prevents it from distributing its offerings or a portion thereof, which could adversely affect Swvl’s business, financial condition and operating results.
With respect to any intellectual property rights claim, Swvl may have to seek out a license to continue operations if found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase Swvl’s operating expenses. Some licenses may be
non-exclusive,
and therefore Swvl’s competitors may have access to the same technology licensed to Swvl. If a third-party does not offer Swvl a license to its intellectual property on reasonable terms, or at all, Swvl may be required to develop alternative,
non-infringing
technology or other intellectual property, which could require significant time (during which Swvl would be unable to continue to offer Swvl’s affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect Swvl’s business, financial condition and operating results.
Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by Swvl to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect Swvl’s business.
Swvl receives, transmits and stores a large volume of personally identifiable information and other data relating to the users of Swvl’s platform. Numerous national and international laws, rules and regulations applicable to the jurisdictions in which Swvl operates relate to privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain types of data. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another and may conflict with each other. For example, changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing Swvl’s offerings, require significant changes to Swvl’s operations or even prevent Swvl from providing certain offerings in jurisdictions in which it currently operates and in which it may operate in the future. Further, as Swvl continues to expand its platform offerings and user base, Swvl may become subject to additional privacy-related laws and regulations, such as the General Data Protection Regulation (Regulation (EU) 2016/679), which Swvl recently became subject to (please see the section entitled “Risk Factors—Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl”). Additionally, Swvl has incurred, and expects to continue to incur, expenses in an effort to comply with privacy, data protection and information security standards and protocols imposed by law, regulation, industry standards or contractual obligations.
Despite Swvl’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that Swvl’s practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Swvl’s failure, or the failure by Swvl’s third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable
 
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information or other driver or rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage Swvl’s reputation, discourage new and existing drivers and riders from using Swvl’s platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect Swvl’s business, financial condition and operating results. Even if not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm Swvl’s reputation and brand and adversely affect Swvl’s business, financial condition and operating results.
Swvl may face particular privacy, data security, and data protection risks if it expands into the European Union or United Kingdom in connection with the GDPR and other data protection regulations.
Upon the consummation of Swvl’s acquisition of a controlling interest in Shotl, Swvl began operating in certain European Union (“EU”) member states and the United Kingdom. Similarly, upon consummation of Swvl’s acquisition of Volt Lines, Swvl began operating in the Netherlands. Expansion into the EU and the United Kingdom or marketing directed to those jurisdictions subjects Swvl and certain personal data it processes to the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), supplemented by national laws and further implemented through binding guidance from the European Data Protection Board, which regulates the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements with significant penalties, and the risk of civil litigation, for noncompliance.
As a result of the Shotl acquisition, Swvl is also subject to the U.K. General Data Protection Regulation (“U.K. GDPR”) (
i.e.
, a version of the GDPR as implemented into U.K. law). Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. The enactment of the GDPR also introduced numerous privacy-related changes for companies operating in the EU, including greater control for data subjects (including, for example, the “right to be forgotten”), increased data portability for EU consumers, data breach notification requirements, and increased fines. The GDPR requirements likely apply not only to third-party transactions, but also to transfers of information between Swvl and its subsidiaries, including employee information.
As of January 2021 (when the transitional period following Brexit expired), there are two parallel regimes with potentially divergent interpretations and enforcement actions for certain violations. The European Commission adopted an adequacy decision for the U.K., which means that certain aspects of data protection law between the U.K. and EU will remain the same. However, because the U.K.’s Information Commissioner’s Office remains the independent supervisory body regarding the U.K. GDPR but will not be the regulator for any activities under the GDPR, there may be increasing divergence in application, interpretation and enforcement of the data protection law as between the U.K. and the European Economic Area.
As of the date of this prospectus, Swvl is in the process of bringing all of its operations (legacy and post-Shotl acquisition) into compliance with the GDPR. However, Swvl’s efforts to bring all of its practices (or those of its collaborators, service providers, and contractors) into compliance with the GDPR may not succeed for a variety of reasons, including due to internal or external factors such as resource allocation limitations or a lack of vendor cooperation. Noncompliance could result in the commencement of legal proceedings against Swvl by governmental and regulatory entities or others. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with the GDPR or other applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in litigation, breach notification obligations, regulatory or administrative sanctions, additional cost and liability to Swvl, harm to Swvl’s reputation and brand, damage to its relationships with riders, drivers and corporate customers and have an adverse effect on its business, financial condition and operating results. In particular, under the GDPR, fines of up to €20 million or up to 4% of the annual global revenue of the
non-compliant
company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects.
 
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Swvl’s business would be adversely affected if the drivers using its platform were classified as employees.
The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Certain global ridesharing businesses are currently involved in legal proceedings in multiple jurisdictions, including putative class and collective action lawsuits, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities, that claim that drivers using their platforms should be treated as employees (or as workers or quasi-employees where those statuses exist) of such companies, rather than as independent contractors.
Swvl classifies the drivers that use its platform as independent contractors or as employees of third parties in certain of the jurisdictions in which Swvl currently operates. However, in certain of the jurisdictions that Swvl operates, such classifications are based on an interpretation of applicable law, and Swvl’s interpretation may be subject to challenge. In particular, in Egypt, as the Egyptian Ridesharing Laws do not require drivers to be classified as employees, any challenge to Swvl’s determination that drivers are not employees would need to be based on principles of Egyptian labor laws. Under such laws, a person is classified as an employee if he or she works in exchange for a salary for an employer and under the employer’s control and supervision. Thus, in assessing whether drivers should be classified as employees in Egypt, Swvl considers, among other things, the level of direct administration and supervision it has over drivers using its platform.
Similarly, in Pakistan, there is no rigid formula or exhaustive list of criteria for determining whether drivers are employees. Instead, courts in Pakistan have articulated general principles and tests for establishing an employer-employee relationship, including whether the supposed employer has a role in the selection and appointment of, and controls and supervises the work of, the supposed employees. Thus, the proper classification has to be ascertained on a
case-by-case
basis, and courts will take into consideration the facts and circumstances of the engagement. As a result, Swvl itself considers all relevant facts and circumstances, including the level of direct control it exercises over drivers using its platform, in making its determination that such drivers are not employees.
While Swvl believes its classification of drivers as independent contractors in each of the jurisdictions it operates, including in Egypt and Pakistan, is correct, Swvl may in the future be subject to proceedings relating to the classification of drivers using its platform as laws and regulations governing the ridesharing industry, labor and employment develop further (or if interpretations of existing laws and regulations change) and as Swvl expands its business operations in new jurisdictions. Swvl may incur substantial expenses in defending such proceedings. If Swvl is not successful in defending such proceedings, it may be required to pay significant damages to drivers or incur other fines, penalties or sanctions. In addition, if, as a result of legislation or judicial decisions in jurisdictions where the employee-contractor distinction is applicable, Swvl is required to classify drivers as employees in such jurisdictions, Swvl may incur significant additional expenses for compensating drivers or making payments on their behalf, including expenses associated with the application of, as applicable, wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. In such event, Swvl may be required to increase its pricing to offset these additional expenses or to discontinue lower-margin offerings or routes, abandon its efforts to expand into new markets or forego other expenditures, such as marketing or hiring key personnel. As a result, Swvl’s ability to attract new riders and to retain existing riders could be adversely affected and utilization of Swvl’s platform may decrease. Any of the foregoing risks would have an adverse effect on Swvl’s business, financial condition and operating results.
Swvl could be subject to claims from riders, drivers or third parties that are harmed whether or not Swvl’s platform is in use, which could adversely affect Swvl’s brand, business, financial condition and operating results.
Swvl may be subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third-parties that may be attributed to Swvl through its offerings. Swvl may also be subject to claims alleging that Swvl is directly or vicariously liable for the acts of the drivers using its platform or
 
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for harm related to the actions of drivers, riders, or third parties, or the management and safety of its platform and assets, including in light of the
COVID-19
pandemic and related public health measures issued by various jurisdictions, including travel bans, restrictions, social distancing guidance, and
shelter-in-place
orders. Swvl may also be subject to personal injury claims whether or not such injury actually occurred as a result of activity on its platform. Swvl may incur expenses to settle personal injury claims, which it may choose to settle for reasons including expediency, protection of its reputation and to prevent the uncertainty of litigating, and Swvl expects that such expenses may increase as its business grows and it faces increasing public scrutiny. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders, drivers or third parties could result in negative publicity and harm to Swvl’s brand, reputation, business, financial condition and operating results. Swvl’s insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability Swvl faces, especially where any one incident, or a group of incidents, could cause disproportionate harm, and Swvl may have to pay high premiums or deductibles for its coverage and, for certain situations, Swvl may not be able to secure coverage at all. Any of the foregoing risks could adversely affect Swvl’s business, financial condition and operating results.
Swvl is subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased, and are likely to continue to increase, both its costs and the risk of
non-compliance.
Swvl is subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the BVI and the various countries and cities in which it operates. Swvl’s efforts to comply with new and changing laws and regulations in the jurisdictions in which it operates have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, because these laws, regulations and standards are subject to varying interpretations and changes due to the emerging nature of the markets in which Swvl operates, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to Swvl’s disclosure and governance practices. If Swvl fails to address and comply with these regulations and any subsequent changes, they may be subject to penalty and the business may be harmed.
As a result of plans to expand Swvl’s business operations, including to jurisdictions in which tax laws may not be favorable, Swvl’s obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect Swvl’s
after-tax
profitability and financial results.
Because Swvl has significant expansion plans, Swvl’s effective tax rate may fluctuate or increase in the future. Future effective tax rates could be affected, possibly materially, by changes in tax laws or the regulatory environment, the recognition of operating losses in jurisdictions where no tax benefit can be recorded under the applicable method of accounting, changes in the composition of operating income across tax jurisdictions, changes in deferred tax assets and liabilities, or changes in accounting and tax standards or practices.
Due to the complexity of multinational tax obligations and filings, Swvl may have a heightened risk related to audits or examinations by the relevant taxing authorities. Outcomes from these audits or examinations could have an adverse effect on Swvl’s
after-tax
profitability and financial condition. Additionally, various taxing authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Taxing authorities could disagree with Swvl’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Swvl does not prevail in any such disagreements, its profitability may be affected.
 
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Swvl’s
after-tax
profitability and financial results may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.
The Competition Commission of Pakistan (the “CCP”) may challenge the Business Combination or seek financial penalties or behavioral or other remedies, any of which could result in a material adverse effect on Swvl’s business.
SPAC, with the consent of Swvl, initially filed an application with the CCP on January 17, 2022 (the “Application”) for approval to consummate the Business Combination. Approval of the Application by the CCP was a closing condition in the Business Combination Agreement. However, approval of the Application by the CCP was not obtained prior to the vote of the SPAC shareholders. Accordingly, because the SPAC and Swvl did not believe that the Business Combination raised substantive competition considerations in Pakistan, nor did they believe that waiving the related closing condition was likely to result in material adverse consequences, Swvl and SPAC waived this closing condition and, following the satisfaction of all other closing conditions, proceeded with the consummation of the Business Combination.
Swvl continues to believe that the Business Combination does not raise substantive competition considerations in Pakistan, nor does it believe that waiving this closing condition and proceeding with consummation of the Business Combination is likely to result in material adverse consequences. Swvl is continuing its efforts to obtain approval of the Application from the CPP. However, there can be no assurance that the CCP will approve the Application and/or seek financial penalties or behavioral or other remedies, any of which could result in a material adverse effect on Swvl’s business.
Risks Related to Ownership of Swvl’s Securities
Swvl may not be able to maintain the listing of its securities on Nasdaq.
Swvl Securities are listed on Nasdaq. If we violate Nasdaq listing requirements, Swvl Securities may be delisted. If we fail to meet any of Nasdaq’s listing standards, Swvl Securities may be delisted. In addition, the Board may determine that the cost of maintaining the listing on a national securities exchange outweighs the benefits of such listing. A delisting of Swvl Securities may materially impair shareholders’ ability to buy and sell Swvl Securities and could have an adverse effect on the market price of, and the efficiency of the trading market for, Swvl Securities. The delisting of Swvl Securities could significantly impair our ability to raise capital and the value of your investment.
The market price of Swvl Securities could fluctuate significantly, which could result in substantial losses for purchasers of Swvl Securities.
The market price of Swvl Securities is affected by the supply and demand for such shares, which may be influenced by numerous factors, many of which are beyond Swvl’s control, including:
 
   
fluctuation in actual or projected operating results;
 
   
failure to meet analysts’ earnings expectations;
 
   
the absence of analyst coverage;
 
   
negative analyst recommendations;
 
   
changes in trading volumes in Swvl Securities;
 
   
changes in Swvl’s shareholder structure;
 
   
changes in macroeconomic conditions;
 
   
the activities of competitors;
 
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changes in the market valuations of comparable companies;
 
   
changes in investor and analyst perception with respect to Swvl’s business or the mass-transit ridesharing industry in general; and
 
   
changes in the statutory framework applicable to Swvl’s business.
As a result, the market price of Swvl Securities may be subject to substantial fluctuation.
In addition, general market conditions and fluctuation of share prices and trading volumes could lead to pressure on the market price of Swvl Securities, even if there may not be a reason for this based on Swvl’s business performance or earnings outlook. Furthermore, investors in the secondary market may view Swvl’s business more critically than prior or current investors, which could adversely affect the market price of Swvl Securities in the secondary market.
If the market price of Swvl Securities declines as a result of the realization of any of these or other risks, investors could lose part or all of their investment in Swvl Securities.
Additionally, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of Swvl’s shareholders brought a lawsuit against Swvl, Swvl could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of management from the business, which could significantly harm Swvl’s business, financial condition and operating results.
The securities being offered in this prospectus represent a substantial percentage of our outstanding Class A Ordinary Shares, and the sales of such securities, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline significantly.
This prospectus relates to the offer and sale from time to time by the Selling Securityholders of (a) 86,655,440 Class A Ordinary Shares,which includes up to 9,010,567 Class A Ordinary Shares issuable to certain former stockholders of Legacy Swvl as earnout consideration (valued as $10.00 per share at the time of the Business Combination) upon the achievement of certain stock price thresholds for our Class A Ordinary Shares and (b) 5,933,333 Private Placement Warrants, originally issued in a private placement at a cash price of $1.50 per warrant. The Class A Ordinary Shares described in clause (a) of the prior sentence include (i) 3,516,400 Class A Ordinary Shares issued to the PIPE Investors at a cash price of $10.00 per share, (ii) 8,016,217 Class A Ordinary Shares issued to certain PIPE Investors who effectively
pre-funded
Swvl with the Swvl Exchangeable Notes at an exchange rate of $8.50 per share, $9.10 per share or $9.50 per share, (iii) 8,625,000 Class A Ordinary Shares issued to the Sponsor at a cash price of $0.003 per share and (iv) 57,487,256 Class A Ordinary Shares issued to Selling Securityholders who were former stockholders of Legacy Swvl as equity merger consideration pursuant to the Business Combination at an equity consideration value of $10.00 per share. This prospectus also relates to the issuance by us of up to (i) 11,500,000 Class A Ordinary Shares issuable upon exercise of the Public Warrants, which warrants were previously registered and originally issued in the initial public offering of units of Queen’s Gambit Growth Capital, a Cayman Islands exempted company, at a price of $10.00 per unit with each unit consisting of one Class A Ordinary Share and
one-third
of one warrant and (ii) 5,933,333 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants.
As of the date of this prospectus, the price at which our Class A Ordinary Shares trade is lower than the initial trading price of the shares sold pursuant to the initial public offering of Queen’s Gambit Growth Capital. Despite the differences in the trading price of our securities and the initial trading price of the securities of Queen’s Gambit Growth Capital, certain of the Selling Securityholders may be incentivized to sell their shares because they may experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described in the preceding paragraph and the public trading price of our securities. Based on the closing price of our Class A Ordinary Shares of $1.56 as of August 22, 2022, upon the sale of our Class A
 
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Ordinary Shares, (a) the PIPE Investors may experience a potential loss of up to $8.44 per share, (b) the PIPE Investors who effectively
pre-funded
Swvl with the Swvl Exchangeable Notes may experience a potential loss of up to $6.94 - $7.94 per share, (c) the Sponsor may experience a potential profit of up to $1.56 per share and (d) the Selling Securityholders who were former stockholders of Legacy Swvl may experience a potential loss of up to $8.44 per share. The cash purchase price of $1.50 per Private Placement Warrant exceeds the closing price of our Warrants referenced above. Based on the closing price of our Warrants of $0.992 as of August 22, 2022, upon the sale of the Private Placement Warrants, the Sponsor may experience a potential loss of up to $1.40 per Private Placement Warrant.
The Resale Securities represent a substantial percentage of the total outstanding shares of our Class A Ordinary Shares as of the date of this prospectus. The outstanding Class A Ordinary Shares being offered in this prospectus represent approximately 57% of our outstanding Class A Ordinary Shares, assuming the Class A Ordinary Shares issuable upon the achievement of certain stock price thresholds are not outstanding, or 64% assuming they are outstanding. Additionally, if all the Warrants are exercised, the Selling Securityholders would own an additional
17,433,333 shares of Class A Ordinary Shares, representing an additional 11.4% of the total outstanding Class A Ordinary Shares. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our Class A Ordinary Shares. In addition to the Selling Securityholders, (1) B. Riley may sell a substantial number of our securities, with a potential value of up to $462.5 million pursuant to a separate resale prospectus in connection with the B. Riley Facility, and (2) the Institutional Investor may sell a substantial number of our securities pursuant to a separate resale prospectus in connection with the Institutional PIPE Investment. The sale of all the securities being offered in this prospectus together with the sale of the securities held by B. Riley and the Institutional Investor, or the perception that these sales could occur, could depress the market price of our securities.
During the Earnout Period, we may issue up to an aggregate of 15,000,000 additional Class A Ordinary Shares to Eligible Swvl Equityholders in three equal tranches upon the occurrence of each Earnout Triggering Event (i.e. achieving a share price of $12.50 (Triggering Event I), $15.00 (Triggering Event II) and $17.50 (Triggering Event III)) or earlier on Change of Control. A significant decline in the public trading price of our Class A Ordinary Shares could result in no Earnout Triggering Events occurring and no Earnout Shares being issued. If Earnout Shares are issued, the holders thereof may seek to sell some or all of Earnout Shares on or after an Earnout Triggering Event, which sales or perception of potential sales could also depress the market price of our securities.
Future resales of Swvl Securities, including the Resale Securities being offered pursuant to this prospectus, may cause the market price of Swvl’s shares to drop significantly, even if Swvl’s business is doing well.
Sales of a substantial number of Swvl Securities, including the Resale Securities being offered pursuant to this prospectus consisting of (a) 86,655,440 Class A Ordinary Shares and (b) 5,933,333 Private Placement Warrants, together with (1) 11,500,000 Class A Ordinary Shares issuable upon exercise of the Public Warrants and (2) 5,933,333 Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, in the public market could occur at any time. Sales of a substantial number of Swvl Securities, including the Resale Securities being offered pursuant to this prospectus, in the public market or the perception that these sales might
occur, could depress the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities. Sales of a substantial number of our securities upon any future waivers or expiration of
lock-up
agreements entered into by our shareholders, or the perception that such sales may occur, could have a material and adverse effect on the trading price of our securities. For example, certain
lock-up
restrictions entered into in connection with the Business Combination and subsequently voluntarily extended will expire on March 31, 2023 or September 30, 2023. Sales of a substantial number of Swvl Securities in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could cause the market price of our securities to decline or increase the volatility in the market price of our securities. We believe the likelihood that warrant holders will exercise their Warrants,
 
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and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Class A Ordinary Shares. When the market price for our Class A Ordinary Shares is less than $11.50 per share (i.e., the Warrants are “out of the money”), which it is at the date of this prospectus, we believe warrant holders will be unlikely to exercise their Warrants.
Additionally, we will file with the SEC a registration statement covering the resale of certain Class A Ordinary Shares previously issued to Institutional Investor and certain Class A Ordinary Shares that may be issued in the future to the Institutional Investor upon exercise of the Institutional Investor Warrants. More specifically, that separate registration statement will register (a) 12,121,214 Class A Ordinary Shares that we issued to the Institutional Investor, (b) 18,181,821 Class A Ordinary Shares issuable upon exercise of the Institutional Investor Warrants at an exercise price of $1.65 per share and (c) 121,212 Class A Ordinary Shares issued to A.G.P./Alliance Global Partners as consideration for its role as placement agent in connection with the Institutional Investor Private Placement.
Further, we have filed with the SEC a registration statement covering the resale of certain Class A Ordinary Shares previously issued to B. Riley and certain Class A Ordinary Shares that may be issued in the future to B. Riley pursuant to the ordinary shares purchase agreement with B. Riley. More specifically, that separate registration statement registers (a) 386,971 Class A Ordinary Shares that we issued to B. Riley in consideration of B. Riley’s commitment to purchase Class A Ordinary Shares at our election under the ordinary shares purchase agreement, and (b) 98,573,333 Class A Ordinary Shares that we may elect in our sole discretion to issue and sell to B. Riley under the ordinary shares purchase agreement from time to time after July 8, 2022. As of August 10, 2022, Swvl had raised approximately $9.2 million of proceeds from the B. Riley Facility. Pursuant to such ordinary shares purchase agreement, we have agreed not to issue or sell, and B. Riley has agreed not to purchase or acquire, any Class A Ordinary Shares which, when aggregated with all other Class A Ordinary Shares then beneficially owned by B. Riley and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act
and Rule 13d-3 promulgated
thereunder), would result in the beneficial ownership by the Selling Securityholder of more than 4.99% of the outstanding Class A Ordinary Shares. Notwithstanding such limitation, B. Riley may sell our Class A Ordinary Shares in the public market at any time, so long as such separate registration statement remains effective and the prospectus remains usable and the related purchase agreement with B. Riley has not been terminated.
Sales of a substantial number of our securities in the public market, including the number of Class A Ordinary Shares that may potentially be resold by B. Riley pursuant to the separate registration statement (which equals approximately 73% of the total outstanding shares of our Class A Ordinary Shares as of the date of this prospectus, calculated as 98,573,333 Class A Ordinary Shares that may potentially be resold by B. Riley, divided by 135,125,061 currently outstanding Class A Ordinary Shares), or the perception in the market that these sales might occur, could depress the market price of our securities. The frequency of such sales could cause the market price of our securities to decline or increase the volatility in the market price of our securities.
Investor perceptions of risks in developing countries could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries.
Investing in securities of issuers operating in developing countries generally involves a higher degree of risk than investing in securities of issuers from more developed countries. Economic crises in one or more such countries may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries, including in Egypt, have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.
Thus, even if the economies of the countries in which Swvl operates remain relatively stable, financial turmoil in any developing market country could have an adverse effect on Swvl’s business, financial condition and operating results.
 
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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Swvl’s business, the market price for Swvl Securities and trading volume could decline.
The trading market for Swvl Securities depends in part on the research and reports that securities or industry analysts publish about Swvl or its business. If securities or industry analyst coverage results in downgrades of Swvl Securities or publishes inaccurate or unfavorable research about Swvl’s business, the share price of Swvl Securities would likely decline. If one or more of these analysts cease coverage of Swvl or fail to publish reports on Swvl regularly, Swvl could lose visibility in the financial markets and demand for Swvl Securities could decrease, which, in turn, could cause the market price or trading volume for Swvl Securities to decline significantly.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Inaccurate or unfavorable ESG ratings could lead to negative investor sentiment towards Swvl, which could have a negative impact on the market price and demand for Swvl Securities, as well as Swvl’s access to and cost of capital.
There is no guarantee that the Warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for our Warrants is $11.50 per Class A Ordinary Share. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless.
We may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without your approval.
We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders, thereby making their Warrants worthless.
We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you to (a) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants, or (c) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.
In addition, we have the ability to redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that the last reported sales price per Ordinary Share equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption, and provided that certain other conditions are met, including that holders will be able to exercise their Warrants prior to redemption for a number of Class A Ordinary Shares determined based on the redemption date and the fair market value of our
 
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Class A Ordinary Shares. The value received upon exercise of the Warrants (i) may be less than the value the holders would have received if they had exercised their Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Warrants, including because the number of Class A Ordinary Shares received is capped at 0.361 Class A Ordinary Shares per Warrant (subject to adjustment) irrespective of the remaining life of the Warrants. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are
“out-of-the-money,”
in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A Ordinary Shares had your warrants remained outstanding.
Swvl may be a “passive foreign investment company,” or “PFIC”, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
If Swvl is a PFIC for any taxable year (or portion thereof) in which a U.S. Holder (as defined below in the section of this prospectus entitled “Taxation”), holds Class A Ordinary Shares, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and certain information reporting requirements. U.S. Holders are strongly encouraged to consult with their own tax advisors to determine the application of the PFIC rules to them in their particular circumstances and any resulting tax consequences. Please see the section of this prospectus entitled “Taxation” for a more detailed discussion with respect to the PFIC status of Swvl and the resulting tax consequences to U.S. Holders.
Swvl will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company, Swvl incurs significant legal, accounting and other expenses that it did not incur as a private company. For example, Swvl is subject to the reporting requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq.
Swvl expects that compliance with these requirements will increase its legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, Swvl’s management and other personnel may be required to divert their attention from operational and other business matters to devote substantial time to these public company requirements. In particular, Swvl is incurring significant expenses and devoting substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase further when Swvl is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) (Please see the section entitled “Swvl is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Swvl Securities less attractive to investors”). As a public company, Swvl has been hiring and is continuing to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.
Swvl’s management team has limited experience managing a public company, which may result in difficulty adequately operating and growing Swvl’s business.
Swvl’s management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Swvl’s management team may not successfully or efficiently manage their new roles and responsibilities or the transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws and the continuous scrutiny of analysts and investors. These new obligations and constituents will require significant attention from Swvl’s senior management and could divert their attention from the
day-to-day
management of Swvl’s business, which could adversely affect Swvl’s business, financial condition and operating results.
 
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If Swvl fails to establish and maintain proper and effective internal control over financial reporting, its ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in its financial reporting and the trading price of its shares may decline.
Pursuant to Section 404 of the Sarbanes-Oxley Act, subject to accommodations available to newly public companies and emerging growth companies, a report by management on internal control over financial reporting and an attestation of our independent registered public accounting firm is required. As a newly public company, Swvl has not previously been required to conduct an internal control evaluation and assessment. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, Swvl is in the process of upgrading its information technology systems, implementing additional financial and management controls, reporting systems and procedures, and hiring additional accounting and finance staff. If Swvl is unable to hire the additional accounting and finance staff necessary to comply with these requirements, it may need to retain additional outside consultants. Swvl may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If Swvl is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, including if Swvl is unable to maintain proper and effective internal controls, Swvl may not be able to produce timely and accurate financial statements. If Swvl cannot provide reliable financial reports or prevent fraud, Swvl’s business and results of operations could be harmed, investors could lose confidence in our reported financial information and Swvl could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.
In addition, Swvl has identified material weaknesses in its internal control over financial reporting and there can be no assurances that there will not be material weaknesses in Swvl’s internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit Swvl’s ability to accurately report its financial condition, operating results or cash flows. If Swvl is unable to comply with the requirements of the Sarbanes-Oxley Act or conclude that its internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of its financial reports, the market price of its securities could decline, and Swvl could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in Swvl’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict Swvl’s future access to the capital markets. In addition, failure to implement adequate internal controls or ensure that books and records accurately reflect transactions could result in criminal and civil fines and penalties under the FCPA, as well as related reputational harm and legal fees in defense of such investigations. Any of the foregoing risks could have an adverse effect on Swvl’s business, financial condition and results of operations.
Swvl is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Swvl Securities less attractive to investors.
Swvl is an “emerging growth company,” as defined in the JOBS Act. As a result, Swvl is taking advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, the ability to furnish two rather than three years of income statements and statements of cash flows in various required filings and not being required to include an attestation report on internal control over financial reporting issued by Swvl’s independent registered public accounting firm. As a result, Swvl’s shareholders may not have access to certain information that they deem important. Swvl could be an emerging growth company for up to five years, although Swvl could lose that status sooner if its gross revenue exceeds $1.07 billion, if it issues more than $1.0 billion in nonconvertible debt in a three-year period, or if the fair value of its shares held by
non-affiliates
exceeds $700.0 million (and Swvl has been a public company for at least 12 months and has filed one annual report on Form
20-F).
 
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Swvl cannot predict if investors will find Swvl Securities less attractive if it relies on these exemptions. If some investors find Swvl Securities less attractive as a result, there may be a less active trading market for the Swvl Securities and its share price may be more volatile.
As a foreign private issuer, Swvl is not subject to U.S. proxy rules and is subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.
Swvl reports under the Exchange Act as a
non-U.S.
company with foreign private issuer status. Because Swvl qualifies as a foreign private issuer under the Exchange Act, Swvl is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form
10-Q
containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form
20-F
until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form
10-K
within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form
10-K
within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, holders of Swvl Securities may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.
As a company incorporated in the British Virgin Islands, Swvl is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if Swvl complied fully with Nasdaq corporate governance listing standards.
Swvl is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer such as Swvl to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is Swvl’s home country, may differ significantly from Nasdaq corporate governance listing standards. For instance, Swvl may choose to follow home country practice in lieu of Nasdaq corporate governance listing standards such as:
 
   
have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);
 
   
have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;
 
   
have regularly scheduled executive sessions for
non-management
directors;
 
   
have annual meetings and director elections; and
 
   
obtain shareholder approval prior to certain issuances (or potential issuances) of securities.
Swvl follows home country practice and is exempt from requirements to obtain shareholder approval for the issuance of 20% or more of its outstanding shares under Nasdaq Listing Rule 5635(d). If, in the future, Swvl chooses to follow other home country practices in lieu of Nasdaq corporate governance listing standards (such as the ones listed above), Swvl’s shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers. For more information about Swvl’s corporate governance practices, please see the subsection of this prospectus entitled “Management”.
 
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As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.
Swvl’s corporate affairs are governed by its Articles, the BVI Companies Act and the common law of the BVI. The rights of shareholders to take legal action against Swvl’s directors, actions by minority shareholders and the fiduciary responsibilities of directors under BVI law are governed by the BVI Companies Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England, which has persuasive, but not binding, authority on a court in the BVI. The rights of Swvl’s shareholders and the fiduciary responsibilities of Swvl’s directors under BVI law are largely codified in the BVI Companies Act but are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the BVI has a less exhaustive body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a
non-penal
judgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, holders of Swvl Securities may have more difficulty in protecting their interests in the face of actions taken by Swvl’s management, members of the board of directors or major shareholders than they would as shareholders of a U.S. company.
The Articles and the Swvl Shareholders Agreement contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
The Articles and the shareholders agreement by and among Swvl and certain of its shareholders (the “Swvl Shareholders Agreement”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for Swvl Securities, and therefore depress the trading price. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the incumbent members of the Board or taking other corporate actions, including effecting changes in Swvl’s management, and may inhibit the ability of an acquiror to effect an unsolicited takeover attempt. Such provisions include, among other things:
 
   
a classified board of directors with staggered, three-year terms;
 
   
the ability of the Board to issue preferred shares and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval;
 
   
the right of Mostafa Kandil to serve as Chair of the Board so long as he remains Chief Executive Officer of Swvl and to serve as a director so long as he beneficially owns at least 1% of the outstanding shares of Swvl and his employment has not been terminated for cause;
 
   
until the completion of Swvl’s third annual meeting of shareholders, commitments by major shareholders to vote in favor of the appointment of Swvl designees to the Board at any shareholder meeting (and, thereafter, to vote in favor of the appointment of Mostafa Kandil or his designee to the Board, subject to specified conditions);
 
   
the limitation of liability of, and the indemnification of and advancement of expenses to, members of the Board;
 
   
advance notice procedures with which shareholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings and delay changes in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise from attempting to obtain control of Swvl;
 
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that directors may be removed only for cause and only upon the vote of
two-thirds
of the directors then in office;
 
   
that shareholders may not act by written consent in lieu of a meeting;
 
   
the right of the Board to fill vacancies created by the expansion of the Board or the resignation, death or removal of a director; and
 
   
that the Articles may be amended only by the Board or by the affirmative vote of holders of a majority of not less than 75% of the votes of the shares of Swvl entitled to vote.
Shareholders may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the jurisdictions in which Swvl operates based on U.S. or other foreign laws against Swvl, its management or the experts named in this registration statement.
Swvl is a British Virgin Islands company and substantially all of its assets and operations are located outside of the U.S. In addition, most of Swvl’s directors and officers reside outside the U.S. and the substantial majority of their assets are located outside of the U.S. As a result, it may be difficult to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult to enforce judgments in the jurisdictions in which Swvl operates or British Virgin Islands courts against Swvl and its officers and directors. It may be difficult or impossible to bring an action against Swvl in the British Virgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the British Virgin Islands or jurisdictions in which Swvl operates would recognize or enforce judgments of U.S. courts against Swvl or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such British Virgin Islands courts or courts in jurisdictions in which Swvl operates would hear original actions brought in the British Virgin Islands or jurisdictions in which Swvl operates against Swvl or such persons predicated upon the securities laws of the U.S. or any state.
Mail sent to Swvl may be delayed.
Mail addressed to Swvl and received at its registered office is forwarded unopened to the forwarding address supplied by Swvl. None of Swvl, its directors, officers, advisors or service providers (including the organization which provides registered office services in the BVI) bears any responsibility for any delay howsoever caused in mail reaching the forwarding address. As a result, shareholder communications sent by mail to Swvl may be delayed.
It may be difficult to enforce judgments obtained in the U.S. in BVI.
There is no statutory enforcement in the British Virgin Islands of judgments obtained in the U.S., however, the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:
 
   
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
 
   
the judgment is final and for a liquidated sum;
 
   
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
 
   
in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
 
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recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and
 
   
the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
The British Virgin Islands courts are unlikely:
 
   
to recognize or enforce against Swvl, judgments of courts of the U.S. predicated upon the civil liability provisions of the securities laws of the U.S.; and
 
   
to impose liabilities against Swvl, predicated upon the certain civil liability provisions of the securities laws of the U.S. so far as the liabilities imposed by those provisions are penal in nature.
 
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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the capitalization of the Company as of June 30, 2022.
The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information included in this prospectus or any prospectus supplement. Our historical results do not necessarily indicate our expected results for any future periods.
 
    
As of June 30, 2022
 
    
(U.S. Dollars in
millions)
 
Cash and cash equivalents
  
$
19.3
 
Debt:
  
Loans and borrowings
(non-current)
   $ 1.7  
Loans and borrowings (current)
   $ 0.7  
Total indebtedness
  
$
2.7
 
  
 
 
 
Total Class A Ordinary Shares and Shareholders’ equity / (net deficit)
  
$
(25.5
  
 
 
 
Total capitalization
  
$
(22.8
  
 
 
 
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X,
Pro Forma Financial Information, as amended by the final rule, Release
No. 33-10786
“Amendments to Financial Disclosures about Acquired and Disposed Businesses”, and presents the combination of the historical financial information of SPAC and Legacy Swvl adjusted to give effect to the Business Combination, which was consummated on March 31, 2022, including other events in connection with the Business Combination as summarized below. For purposes of this section entitled “Unaudited Pro Forma Condensed Combined Financial Information”, unless otherwise stated or the context otherwise requires, “Swvl” refers to Swvl Holdings Corp, and capitalized terms used in this section but not defined elsewhere in this prospectus have the meanings ascribed to them in our Registration Statement on Form
F-4,
which was filed with the SEC on March 11, 2022.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 and the six months ended June 30, 2022 combines the historical audited consolidated statement of operations of SPAC for the year ended December 31, 2021 and unaudited financial information of SPAC for the period commencing January 1, 2022 and ending March 30, 2022 (the SPAC Merger Effective Time occurring on March 30, 2022, with no financial statements of SPAC existing after December 31, 2021) and the historical audited consolidated statement of operations of Swvl Inc. for the year ended December 31, 2021 and historical unaudited consolidated statement of operations of Swvl Holdings Corp for the six month period ended June 30, 2022, in each case on a pro forma basis as if the Business Combination, including the other events in connection with the Business Combination, as summarized below, had been consummated on January 1, 2021.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:
 
   
the historical audited consolidated financial statements of SPAC as of and for the year ended December 31, 2021 included herein;
 
   
the recast historical audited consolidated financial statements of Swvl Holdings Corp as of and for the year ended December 31, 2021 included herein; and
 
   
the historical unaudited consolidated financial statements of Swvl Holdings Corp as of and for the six month period ended June 30, 2022.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of Holdings. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma adjustments represent management’s estimates based on information available as of the preparation date of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analysis is performed. This information should be read together with Swvl’s and SPAC’s historical financial statements and related notes thereto, as applicable, and the section of this prospectus entitled “Operating and Financial Review and Prospects”.
Description of the Business Combination
On July 28, 2021, SPAC, Swvl, Holdings, Cayman Merger Sub and BVI Merger Sub entered into the Business Combination Agreement, which subsequently closed on March 31, 2022. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination
 
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was effected in four steps: (a) in accordance with the Cayman Companies Act at the SPAC Merger Effective Time, SPAC merged with and into Cayman Merger Sub, with Cayman Merger Sub surviving the SPAC Merger and becoming the sole owner of BVI Merger Sub; (b) concurrently with the consummation of the SPAC Merger, and subject to the BVI Companies Act, Holdings redeemed each Holdings Common Share A and each Holdings Common Share B issued and outstanding immediately prior to the SPAC Merger for par value, (c) following the SPAC Merger and subject to the Cayman Companies Act and the BVI Companies Act, the SPAC Surviving Company distributed all of the issued and outstanding BVI Merger Sub Common Shares to Holdings, and (d) following the BVI Merger Sub Distribution, BVI Merger Sub merged with and into Swvl, with Swvl surviving the Company Merger as a wholly owned Subsidiary of Holdings.
The following are the key steps within the Business Combination:
SPAC Merger
At the SPAC Merger Effective Time, which occurred on March 30, 2022, one business day prior to the Company Merger:
 
   
by virtue of the SPAC Merger and without any action on the part of SPAC, Cayman Merger Sub, BVI Merger Sub, Swvl, Holdings or the holders of any of the following securities:
 
   
each then-outstanding Cayman Merger Sub Common Share was automatically converted into one share of the SPAC Surviving Company, which constitutes the only outstanding shares of the SPAC Surviving Company;
 
   
each then-outstanding SPAC Class A Ordinary Share was automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share A; and
 
   
each then-outstanding SPAC Class B Ordinary Share was automatically cancelled, extinguished and converted into the right to receive one Holdings Common Share B.
 
   
each then-outstanding fraction of or whole SPAC Warrant was automatically assumed and converted into a fraction or whole Holdings Warrant, as the case may be, to acquire (in the case of a whole Holdings Warrant) one Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrants; and
 
   
without duplication of the foregoing, each then-outstanding SPAC Unit, comprised of one SPAC Class A Ordinary Share
and one-third of
one SPAC Warrant, was automatically cancelled, extinguished and converted into a new Holdings Unit, comprised of one Holdings Common Share A
and one-third of
one Holdings Warrant.
Company Merger
At the Company Merger Effective Time on March 31, 2022:
 
   
by virtue of the Company Merger and without any action on the part of Cayman Merger Sub, BVI Merger Sub, Swvl, Holdings or the holders of any of the following securities:
 
   
each then-outstanding BVI Merger Sub Common Share was automatically cancelled, extinguished and converted into one share no par value in the Swvl Surviving Company, which constitutes the only issued and outstanding shares of the Swvl Surviving Company;
 
   
all Swvl Shares held in the treasury of Swvl were automatically cancelled and extinguished, and no consideration was delivered in exchange therefor; and
 
   
each then-outstanding Swvl Share was automatically cancelled, extinguished and converted into the right to receive a number of Holdings Common Shares A equal to the Exchange Ratio and upon an Earnout Triggering Event (or the date on which a Change of Control occurs), the Per
 
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Share Earnout Consideration (with any fractional share to which any holder of Swvl Shares would otherwise be entitled rounded down to the nearest whole share), in each case, without interest;
 
   
each then-outstanding and unexercised Swvl Option, whether or not vested, was assumed and converted into (i) an Exchanged Option and (ii) a number of Earnout RSUs in respect of a number of Earnout RSU Shares that will be issued in settlement of Earnout RSUs, as described in the section entitled “Earnouts” below, equal to the number of Swvl Common Shares B subject to such Swvl Option (assuming payment in cash of the exercise price of such Swvl Option) immediately prior to the Company Merger Effective Time multiplied by the Per Share Earnout Consideration;
 
   
the Swvl Convertible Notes, other than any Swvl Exchangeable Notes, were converted into the right to receive Holdings Common Shares A as if such Swvl Convertible Notes had first converted into Swvl Common Shares A in accordance with their terms immediately prior to the Company Merger Effective Time and immediately thereafter each such Swvl Common Share A was cancelled, extinguished and converted into the right to receive a number of Holdings Common Shares A equal to the Exchange Ratio;
 
   
each Swvl Exchangeable Note was exchanged for a number of Holdings Common Shares A at an exchange price of $8.50 per share (or, (1) with respect to the $20.0 million Swvl Exchangeable Note issued on January 12, 2022 and the $1.0 million Swvl Exchangeable Note issued to R Capital, LLC on January 31, 2022, $9.10 per share and (2) with respect to the $1.8 million Swvl Exchangeable Note and $0.9 million Swvl Exchangeable Note issued on March 22, 2022 and the $2.7 million Swvl Exchangeable Note issued on March 23, 2022, $9.50 per share);
 
   
in accordance with the Holdings A&R Articles, each then-outstanding Holdings Common Share B was converted, on
a one-for-one basis,
into one Holdings Common Share A; and
 
   
pursuant to their terms, the Holdings Common Shares A and the Holdings Warrants comprising each existing and outstanding Holdings Unit immediately prior to the Company Merger Effective Time were automatically separated in accordance with the Holdings A&R Articles.
Concurrently with the execution of the Business Combination Agreement, SPAC, Holdings and in some cases, Swvl entered into the Initial PIPE Subscription Agreements with the Initial PIPE Investors, pursuant to which the Initial PIPE Investors agreed to subscribe for and purchase, and Holdings agreed to sell to the Initial PIPE Investors in a private placement at the Company Merger Effective Time, Holdings Common Shares A for a purchase price of $10.00 per share, representing an aggregate purchase price of $100 million.
On August 25, 2021, certain Initial PIPE Investors
effectively pre-funded Swvl
with $35.5 million of the aggregate subscription commitments by purchasing the Initial Swvl Exchangeable Notes. At the Company Merger Effective Time, the Initial Swvl Exchangeable Notes were automatically exchanged for Holdings Common Shares A at an exchange Price of $8.50 per share. Upon the issuance of the Initial Swvl Exchangeable Notes, the amount of each applicable Initial PIPE Investor’s subscription was
reduced dollar-for-dollar by
the aggregate purchase price of such Initial PIPE Investor’s Initial Swvl Exchangeable Notes. On January 12, 2022, an Initial PIPE Investor affiliated with Agility purchased $20.0 million of Additional Swvl Exchangeable Notes,
effectively pre-funding the
remainder of its subscription commitment. Such Additional Swvl Exchangeable Notes were automatically exchanged for Holdings Common Shares A at an exchange price of $9.10 per share. Upon the issuance of such Additional Swvl Exchangeable Notes, such Initial PIPE Investor’s subscription was reduced by $20.0 million, resulting in the termination of such subscription.
As a result of the issuance of the Initial Swvl Exchangeable Notes and the Additional Swvl Exchangeable Notes, the amount of additional funding actually received from the Initial PIPE Investors at the Company Merger Effective Time was reduced to $44.5 million which was further impacted by Additional PIPE Subscription Agreements as described below
 
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Following the issuance of the Initial Swvl Exchangeable Notes and prior to the issuance of the Additional Swvl Exchangeable Notes described above, Swvl also issued $10.0 million of Additional Swvl Exchangeable Notes, at an exchange price of $8.50 per share. On January 31, 2022, Swvl issued $1.0 million of Additional Swvl Exchangeable Notes at an exchange price of $9.10 per share. The issuance of such Additional Swvl Exchangeable Notes did not reduce the existing subscription commitments of any PIPE Investors. Furthermore, between March 22, 2022 and March 23, 2022, certain Initial PIPE investors purchased Additional Swvl Exchangeable Notes for an aggregate purchase price of $5.3 million, equal to their remaining aggregate subscription commitment. Upon the issuance of such Additional Swvl Exchangeable Notes, these Initial PIPE Investors’ subscription commitments were collectively reduced by $5.3 million, resulting in the termination of their subscriptions and reducing the funding actually received from the Initial PIPE Investors at the Company Merger Effective Time by $5.3 million. These Additional Swvl Exchangeable Notes were automatically exchanged for Holdings Common Shares A at an exchange price of $9.50 per share at the Company Merger Effective Time.
In aggregate, Swvl issued $35.5 million of Initial Swvl Exchangeable Notes at $8.50 per share, $10.0 million of Additional Swvl Exchangeable Notes at $8.50 per share, $21.0 million of Additional Swvl Exchangeable Notes at an exchange price of $9.10 per share and $5.3 million of Additional Swvl Exchangeable Notes at an exchange price of $9.50 per share in advance of the Company Merger. In aggregate, the funding received from the issue of Initial Swvl Exchangeable Notes and Additional Swvl Exchangeable Notes in advance of the Company Merger Effective Time amounted to approximately $71.8 million.
Since November 15, 2021, SPAC and Holdings also entered into Additional PIPE Subscription Agreements with Additional PIPE Investors, pursuant to which the Additional PIPE Investors agreed to purchase, and Holdings agreed to sell to the Additional PIPE Investors in a private placement, Holdings Common Shares A for a purchase price of $10.00 per share, representing an aggregate purchase price of $10.5 million, of which $0.5 million was received by Holdings at the Company Merger Effective Time. In aggregate, the funding received from the Initial PIPE Investors and Additional PIPE investors at the Company Merger Effective Time amounted to $39.7 million which excludes the EBRD subscription agreement, as discussed below.
While the terms of the Additional PIPE Subscription Agreements were substantially similar to the Initial PIPE Subscription Agreements, one Additional PIPE Subscription Agreement contained terms that vary as described below.
Under the terms of the Additional PIPE Subscription Agreement between EBRD, SPAC and Holdings, representing an aggregate purchase price of $10.0 million, EBRD’s commitment to acquire Holdings Common Shares A is subject to an additional condition that Holdings and EBRD first enter into an investment framework agreement, pursuant to which Holdings will agree to comply with certain institutional requirements of EBRD, including social and environmental policies and practices, certain corporate governance and compliance matters and use of proceeds (the “Additional EBRD Condition”). Holdings expects such agreement to be generally consistent with other similar agreements previously executed between EBRD and other companies and include, among other things, a requirement to: (1) maintain procedures designed to prevent money laundering, terrorism financing, fraud or other corrupt or illegal purposes, (2) implement a contractor and supplier management system to assess and monitor environmental and social risks, (3) conduct a gender based violence and harassment risk assessment related to business operations in Egypt, (4) conduct awareness training among management, workers and contractors, (5) establish an internal worker grievance procedure, (6) appoint key account managers to monitor the health and safety performance of partner drivers / captains, (7) use the proceeds from the subscription agreement exclusively for the purpose of operating expenditures, marketing expenses and client acquisition costs relating to Swvl’s business in Egypt, (8) comply with other compliance measures and (9) furnish information to EBRD in connection with the foregoing matters.
Further, EBRD is permitted to terminate its Additional PIPE Subscription Agreement if the Board of Governors of EBRD determines that access by Egypt to EBRD’s resources should be suspended or otherwise
 
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modified. This termination right is a result of the nature of EBRD’s organization and governing documents. EBRD is an international financial institution formed by an international multilateral treaty and is owned by 71 countries. Under the agreement establishing EBRD, the Board of Governors of EBRD has the authority to decide that access to EBRD’s funds to a particular country should be suspended or otherwise modified in cases where such country might be implementing policies inconsistent with EBRD’s mandate. EBRD has advised Holdings that it is accordingly a standard provision of EBRD financing agreements to include a termination right similar to the right included in the Additional PIPE Subscription Agreement with EBRD.
Because the Additional EBRD Condition was not satisfied prior to the Company Merger Effective Time, EBRD has not purchased $10.0 million of Holdings Common Shares A at the Company Merger Effective Time pursuant to the EBRD subscription agreement. Pursuant to the EBRD subscription agreement, either Swvl or EBRD may each elect to terminate the EBRD subscription agreement because the investment framework agreement was not entered into on or prior to May 25, 2022. In the interim, Swvl entered into the Institutional Private Placement described elsewhere in this prospectus. Any further delay in or failure to enter into such agreement or any other reason may result in Swvl or EBRD electing to terminate the EBRD subscription agreement and Swvl needing to seek additional and alternative sources of financing.
The aggregate number of Holdings Common Shares A issued in connection with the PIPE Subscription Agreements, Initial Swvl Exchangeable Notes and Additional Swvl Exchangeable Notes as of the Closing Date, was 12,188,711.
Therefore, as a result of the Business Combination, Swvl Shareholders, SPAC Public Shareholders and the PIPE Investors received Holdings Common Shares A as per the table included below under “Basis of Pro Forma Presentation”, in addition to the 17,433,333 Holdings Warrants that were issued to the holders of SPAC Public Warrants and SPAC Private Placement Warrants.
Furthermore, section 8.03(f) of the Business Combination Agreement (the “Minimum Cash Condition”) provides that the obligation of Swvl to consummate the Business Combination is conditioned on SPAC and Holdings collectively having cash on hand equal to or in excess of $185.0 million after consummation of the PIPE Financing and after the distribution of the funds in the Trust Account (and deducting all amounts to be paid pursuant to the exercise of redemption rights of SPAC Public Shareholders) and without taking into account (i) any transaction fees, costs and expenses paid or required to be paid (including Swvl Expenses and SPAC Expenses) in connection with the transactions contemplated by the Business Combination Agreement and the PIPE Financing or (ii) any cash held by Swvl or any of Swvl’s Subsidiaries. As of the Closing Date after taking into account the redemption of 29,175,999 SPAC Class A Ordinary Shares, the cash on hand is less than Minimum Cash Condition. However, Swvl waived the Minimum Cash Condition and proceeded with the consummation of the Business Combination.
Earnouts
During the Earnout Period, Holdings may issue up to an aggregate of 15,000,000 additional Holdings Common Shares A to Eligible Swvl Equityholders in three equal tranches upon the occurrence of each Earnout Triggering Event (or earlier on Change of Control). The portion of such Holdings Common Shares A issuable to Eligible Swvl Equityholders who hold Swvl Options were instead issued to such holders as Earnout RSUs at the Company Merger Effective Time, which will be subject to potential forfeiture and which will be able to be settled in Holdings Common Shares A upon the occurrence of the applicable Earnout Triggering Events (or earlier Change of Control). Please see Note 34.4 to Swvl’s historical audited consolidated financial statements included herein for additional information.
Anticipated Accounting Treatment
The Business Combination is accounted for as a reverse recapitalization. Under this method of accounting, SPAC is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business
 
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Combination is treated as the equivalent of Swvl issuing shares at the closing of the Business Combination for the net assets of SPAC as of the date of closing of the Business Combination, accompanied by a recapitalization. The net assets of SPAC are stated at historical cost, with no goodwill or other intangible assets recorded.
Swvl has been determined to be the accounting acquirer based on the following:
 
   
Swvl’s shareholders have the largest voting interest in Holdings as described below under “Basis of Pro Forma Presentation”;
 
   
Swvl has the ability to nominate the majority of the members of the board of directors of Holdings;
 
   
The prior senior management of Swvl constitutes the senior management of Holdings;
 
   
The business of Swvl comprises the ongoing operations of Holdings; and
 
   
Swvl is the larger entity, both in terms of substantive operations and number of employees.
The Business Combination is not within the scope of IFRS 3,
 Business Combinations
 (“IFRS 3”) because SPAC does not meet the definition of a business in accordance with IFRS 3. Rather, the Business Combination is accounted for within the scope of IFRS 2,
 Share-based Payment
 (“IFRS 2”). Any excess of fair value of equity in Holdings issued to participating shareholders of SPAC over the fair value of SPAC’s identifiable net assets acquired represents compensation for the service of a stock exchange listing, which is expensed as incurred. The fair value of Holdings equity, and ultimately the expense recognized in accordance with IFRS 2, may differ materially from the unaudited pro forma condensed combined financial information, due to developments occurring prior to the date of consummation of the Business Combination.
The PIPE Subscription Agreements related to the PIPE Financing resulted in the issuance of Holdings Common Shares A, leading to an increase in share capital and share premium along with a corresponding increase in cash and cash equivalents reflecting the PIPE Funds.
Basis of Pro Forma Presentation
Pursuant to SPAC’s existing charter, SPAC Public Shareholders were offered the opportunity to redeem, upon closing of the Business Combination, SPAC Class A Ordinary Shares held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account. The unaudited pro forma condensed combined financial statements reflect the actual redemption of 29,175,999 shares of SPAC Class A Ordinary Shares at approximately $10.00 per share.
Upon closing, the ownership of Holdings is as follows:
 
Shareholders
  
Ownership in
shares
    
Ownership %
 
Swvl Shareholders(1)
     92,358,389        78
SPAC Public Shareholders
     5,324,001        5
Sponsor(2)
     8,625,000        7
PIPE Investors
     12,188,711        10
Grand Total
     118,496,101     
 
100
 
1)
The shareholding of Swvl excludes the impact of shares issuable under the earnout arrangement. In aggregate, a maximum of 15,000,000 Holdings Common Shares A are issuable to Eligible Swvl Equityholders upon the occurrence of Earnout Triggering Events (i.e. achieving a share price of $12.50 (Triggering Event I), $15.00 (Triggering Event II) and $17.50 (Triggering Event III)) or earlier upon the Change of Control. Furthermore this number of shares also includes cash exercise of the Swvl Options by the Swvl Option Holders against which they are entitled to receive Holdings Common Shares A.
2)
Consists of 8,625,000 of Holdings Common Shares A acquired by the Sponsor as holder of SPAC Class B Ordinary Shares in connection with the Business Combination.
 
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The pro forma book value per share as of December 31, 2021, assuming the share ownership amounts above, are as follows:
 
    
(in thousands,
except per
share data)
 
Total equity
   $ 191,486  
Book value per share
   $ 1.60  
Net asset increase from exercise of warrants(1)
   $ 200,483  
Resulting net assets
   $ 391,969  
Increased number of shares(2)
     135,929  
Implied book value per share(3)
    
2.88
 
 
(1)
The net assets after the exercise of warrants are calculated as (i) net assets prior to the exercise of warrants; plus (ii) increase to the net assets resulting from the inflow of cash from the exercise of a total of 17,433,333 warrants including 11,500,000 SPAC Public Warrants and 5,933,333 SPAC Private Placement Warrants at an exercise price of $11.50 per share.
(2)
This reflects the total number of outstanding shares including the shares issued upon the exercise of the SPAC Public Warrants and SPAC Private Placement Warrants.
(3)
Book value per share equals net assets after exercise of the SPAC Public Warrants and SPAC Private Placement Warrants divided by total shares outstanding including the shares issued upon the exercise of SPAC Public Warrants and SPAC Private Placement Warrants.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2021
(in USD thousands)
 
    
Swvl (IFRS)
   
Queen’s Gambit
(US GAAP)
   
Transaction
Accounting
Adjustments
   
TM
    
Pro forma
 
Revenue
     38,345       —         —            38,345  
Cost of sales
     (48,923     —         —            (48,923
Gross loss
  
 
(10,578
    —         —         
 
(10,578
General and administrative expenses
     (74,719     (9,537     (19,305  
 
AA
 
     (281,156
         (139,609  
 
BB
 
  
         (29,258  
 
CC
 
  
         (8,728  
 
FF
 
  
General and administrative expense—related party
     —         (200     —            (200
Selling and marketing costs
     (13,715     —         (7,314  
 
CC
 
     (23,211
         (2,182  
 
FF
 
  
Provision for expected credit losses
     (1,327     —         —            (1,327
Other expenses, net
     (177     —         —            (177
Operating loss
  
 
(100,516
 
 
(9,737
 
 
(206,396
    
 
(316,649
Finance income
     182       —         —            182  
Change in fair value of derivative warrant liabilities
     —         (8,856     —            (8,856
Financing costs—derivative warrant liabilities
     —         (488     —            (488
Loss on issuance of private placement warrants
     —         (6,052     —            (6,052
Interest Income
     —         —         —            —    
Income from investments held in the Trust Account
     —         92       (92  
 
EE
 
     —    
Finance cost
     (45,873       45,737    
 
DD
 
     (136
Loss before tax
  
 
(146,207
 
 
(25,041
 
 
(160,751
    
 
(331,999
Income tax benefit
     4,718       —         —            4,718  
Loss for the year
  
 
(141,489
 
 
(25,041
 
 
(160,751
    
 
(327,281
Loss per share attributable to equity holders of the Parent Company
           
Basic
     (1.52         
Diluted
     (1.52         
Weighted average shares outstanding (in thousands)
              118,496  
Net (loss) per share ($) (Basic and diluted)
           
 
(2.76
 
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022
(in USD thousands)
 
    
Swvl (IFRS)
   
Queen’s Gambit (US
GAAP)
   
Transaction
Accounting
Adjustments
   
TM
  
Pro
forma
 
Revenue
     40,740       —         —            40,740  
Cost of sales
     (49,315     —         —            (49,315
Gross loss
  
 
(8,575
    —         —         
 
(8,575
General and administrative expenses
     51,272       (19,289     19,289    
GG
  
 
(51,272
Selling and marketing costs
     12,207       —         —            12,207  
Provision for expected credit losses
     (2,194     —         —            (2,194
Hyperinflation adjustment
     2,638       —         —            2,638  
Other expenses
     (231     —         —            (231
Other income
     529       —         —            529  
Operating loss
  
 
(71,312
 
 
(19,289
 
 
19,289
 
    
 
(71,312
Change in fair value of financial liabilities
     62,325       (1,674     1,674    
HH
     62,325  
Recapitalization cost
     (139,609     —         139,609    
II
     —    
Impairment of financial assets
     (10,001     —         —            (10,001
Finance income
     79       —         —            79  
Finance cost
     (3,725     —         439    
JJ
     (3,286
Loss before tax
  
 
(162,243
 
 
(20,963
 
 
161,011
 
    
 
22,195
 
Income tax benefit
     624       —         —            624  
Loss for the year
  
 
161,619
 
 
 
(25,041
 
 
(161,011
    
 
21,571
 
Loss per share attributable to equity holders of the Parent Company
           
Basic
     (1.52         
Diluted
     (1.52         
Weighted average shares outstanding (in thousands)
              118,883  
Net (loss) per share ($) (Basic and diluted)
           
 
(0.15
 
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
 
1.
Basis of Presentation
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 and the six months ended June 30, 2022 combines the historical audited consolidated statement of operations of SPAC for the year ended December 31, 2021 and unaudited financial information of SPAC for the period commencing January 1, 2022 and ending March 30, 2022 (the SPAC Merger Effective Time occurring on March 30, 2022, with no financial statements of SPAC existing after December 31, 2021) and the historical audited consolidated statement of operations of Swvl Inc. for the year ended December 31, 2021 and historical unaudited consolidated statement of operations of Swvl Holdings Corp for the six month period ended June 30, 2022, in each case on a pro forma basis as if the Business Combination, including the other events in connection with the Business Combination, as summarized below, had been consummated on January 1, 2021.
The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:
 
   
the historical audited consolidated financial statements of SPAC as of and for the year ended December 31, 2021 included herein;
 
   
the historical audited consolidated financial statements of Swvl Inc. as of and for the year ended December 31, 2021 included herein; and
 
   
the historical unaudited consolidated financial statements of Swvl Holdings Corp as of and for the six month period ended June 30, 2022.
The historical financial statements of Swvl have been prepared in accordance with IFRS. The historical financial statements of SPAC have been prepared in accordance with US GAAP. The historical financial information of SPAC has been adjusted to give effect to the differences between US GAAP and IFRS for the purposes of the unaudited pro forma condensed combined financial information. The presentation and reporting currency of both Swvl and SPAC is the US Dollar.
The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Holdings after giving effect to the Business Combination and related transactions.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this filing. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Adjustments in the unaudited pro forma condensed combined financial information, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Swvl and SPAC.
 
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2.
IFRS Policy and Presentation Alignment
The unaudited pro forma condensed combined financial information includes an adjustment to the historical financial information of SPAC to give effect to the differences between US GAAP and IFRS. The adjustment reclassifies SPAC Class A Ordinary Shares, subject to redemption from equity under US GAAP
to non-current financial
liabilities under IFRS.
 
3.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations