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 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. |
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F-1 |
• | “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; |
• | “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. |
• | 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. |
• | 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. |
• | 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. |
Securities being registered for resale by the Selling Securityholder: |
98,573,233 Class A Ordinary Shares, consisting of: |
• | 20,000 Commitment Shares that we issued to the Selling Securityholder pursuant to the Purchase Agreement in consideration of its commitment to purchase Class A Ordinary Shares at our election under the Purchase Agreement; and |
• | Up to 98,553,233 Class A Ordinary Shares we may elect, in our sole discretion to issue and sell to the Selling Securityholder under the Purchase Agreement from time to time after the date of this prospectus (the “Purchase Shares”). |
Offering prices for resales: |
The Selling Securityholder may resell or otherwise dispose of all, some or none of the Class A Ordinary Shares included in this prospectus, at any time or from time to time in a number of different ways in its discretion and at varying prices. See the section titled “Plan of Distribution” for more information about how the Selling Securityholder may sell or otherwise dispose of the Class A Ordinary Shares being offered in this prospectus. |
Ordinary shares issued and outstanding prior to any exercise of Warrants as of August 22, 2022: |
135,125,061 Class A Ordinary Shares. |
Use of Proceeds: |
This prospectus relates to the offer and resale from time to time by the Selling Securityholder of up to 98,573,233 Class A Ordinary Shares that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Securityholder, from time to time pursuant to the Purchase Agreement. We are not selling any securities under this prospectus and we will not receive any proceeds from the resale of Class A Ordinary Shares by the Selling Securityholder under this prospectus. However, as of the date of this prospectus, we have received $9,249,619 in aggregate gross proceeds under the Purchase Agreement from sales of Class A Ordinary Shares that we previously elected to make to the Selling Securityholder and we may receive up to $462,493,236 in aggregate gross proceeds under the Purchase Agreement from sales of Class A Ordinary Shares that we may elect to make to the Selling Securityholder pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the date of this prospectus. |
We expect to use the net proceeds that we receive from sales of our Class A Ordinary Shares to the Selling Securityholder, if any, under the Purchase Agreement for working capital and general corporate purposes, including to fund acquisitions. See the section titled “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: |
Our Class A Ordinary Shares are listed on Nasdaq under the trading symbol “SWVL”. |
Risk Factors: |
You should carefully consider the information set forth herein under “ Risk Factors |
• | 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 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). |
• | 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. |
• | 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. |
• | 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; |
• | 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. |
• | 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; |
• | shelter-in-place |
• | 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. |
• | 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; |
• | 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. |
• | 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). |
• | 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; |
• | rider loss from the acquired businesses; and |
• | potential environmental or regulatory liabilities and title problems. |
• | 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; |
• | 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. |
• | 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. |
• | 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; |
• | 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. |
• | 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; |
• | 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. |
• | 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. |
• | the closing sale price of our Class A Ordinary Shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price (subject to adjustment as set forth in the Purchase Agreement); and |
• | all our Class A Ordinary Shares subject to all prior Purchases and prior Intraday Purchases effected by us under the Purchase Agreement have been received by Selling Securityholder prior to the time we deliver such Purchase Notice to Selling Securityholder. |
• | 50.0% of the Purchase Volume Reference Amount (defined below) applicable to such Purchase; and |
• | 30.0% of the total aggregate number (or “volume”) of our Class A Ordinary Shares traded on the Nasdaq during the applicable Purchase Valuation Period (described below) for such Purchase. |
• | The official close of the regular trading session on Nasdaq on such Purchase Date, |
• | Such time that the total aggregate volume of shares of our Class A Ordinary Shares traded on Nasdaq during such Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches a threshold amount equal to the Purchase Volume Maximum, which will be determined by dividing (i) the applicable Purchase Share Amount for such Purchase by (ii) 0.30; and |
• | Such time that the trading price of a share of our Class A Ordinary Shares on Nasdaq during the Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold specified by us in the Purchase Notice for such Purchase (or a price equal to 75.0% of the closing sale price of the Class A Ordinary Shares on the trading day immediately prior to the applicable Purchase Date for such Purchase, if we do not specify a different Minimum Price Threshold for such Purchase in such Purchase Notice), |
• | the closing sale price of our Class A Ordinary Shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price (subject to adjustment as set forth in the Purchase Agreement); and |
• | all shares of our Class A Ordinary Shares subject to all prior Purchases and prior Intraday Purchases effected by us under the Purchase Agreement have been received by the Selling Securityholder prior to the time we deliver such Intraday Purchase Notice to the Selling Securityholder. |
• | 50.0% of the Purchase Volume Reference Amount applicable to such Intraday Purchase; and |
• | 30.0% of the total aggregate number (or “volume”) of our Class A Ordinary Shares traded on the Nasdaq during the applicable Intraday Purchase Valuation Period (described below) for such Intraday Purchase. |
• | the time that the applicable Intraday Purchase Notice is timely received by the Selling Securityholder, |
• | the time that the Purchase Valuation Period for any prior regular Purchase effected on the same Purchase Date (if any) has ended, and |
• | the time that the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) has ended, |
• | the official close of the regular trading session on Nasdaq on such Purchase Date, |
• | such time that the total aggregate number (“volume”) of our Class A Ordinary Shares traded on Nasdaq during such Intraday Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the Intraday Purchase Volume Maximum for such Intraday Purchase, which will be determined by dividing (i) the applicable Intraday Purchase Share Amount for such Intraday Purchase by (ii) 0.30, and |
• | such time that the trading price of a share of our Class A Ordinary Shares on Nasdaq during such Intraday Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Intraday Minimum Price Threshold specified by us in the Intraday Purchase Notice for such Intraday Purchase Notice ( or a price equal to 75.0% of the closing sale price of the |
Class A Ordinary Shares on the trading day immediately prior to the applicable Purchase Date for such Intraday Purchase, if we do not specify a different Minimum Price Threshold for such Purchase in such Purchase Notice), |
• | the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement; |
• | the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by the Company; |
• | the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include Class A Ordinary Shares that may be issued and sold by the Company to the Selling Securityholder under the Purchase Agreement) having been declared effective under the Securities Act by the SEC, and the Selling Securityholder being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement) to resell all of the Class A Ordinary Shares included in this prospectus (and included in any such additional prospectuses); |
• | the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include Class A Ordinary Shares that may be issued and sold by the Company to the Selling Securityholder under the Purchase Agreement) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Class A Ordinary Shares for offering or sale in any jurisdiction; |
• | there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include Class A Ordinary Shares that may be issued and sold by the Company to the Selling Securityholder under the Purchase Agreement) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in the light of the circumstances under which they were made) not misleading; |
• | this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC; |
• | trading in the Class A Ordinary Shares shall not have been suspended by the SEC or the Nasdaq, the Company shall not have received any final and nonappealable notice that the listing or quotation of the Class A Ordinary Shares on the Nasdaq shall be terminated on a date certain (unless, prior to such date, the Class A Ordinary Shares are listed or quoted on any other Eligible Market, as such term is defined in the Purchase Agreement), and there shall be no suspension of, or restriction on, accepting additional deposits of the Class A Ordinary Shares, electronic trading or book-entry services by The Depository Trust Company with respect to the Class A Ordinary Shares; |
• | the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement; |
• | the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement; |
• | the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions; |
• | all of the Class A Ordinary Shares that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on Nasdaq (or if the Class A Ordinary Shares is not then listed on Nasdaq, on any Eligible Market), subject only to notice of issuance; |
• | no condition, occurrence, state of facts or event constituting a Material Adverse Effect (as such term is defined in the Purchase Agreement) shall have occurred and be continuing; |
• | the absence of any bankruptcy proceeding against the Company commenced by a third party, and the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the entry of an order for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and |
• | the receipt by the Selling Securityholder of the legal opinions and negative assurances, and bring-down legal opinions and negative assurances as required under the Purchase Agreement. |
• | the first day of the month next following the 24-month anniversary of the Commencement Date; |
• | the date on which the Selling Securityholder shall have purchased Class A Ordinary Shares under the Purchase Agreement for an aggregate gross purchase price equal to $471,742,855; |
• | the date on which the Class A Ordinary Shares shall have failed to be listed or quoted on Nasdaq or any other Eligible Market; |
• | the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such trading day; and |
• | the date on which the Company commences a voluntary bankruptcy case or any third party commences a bankruptcy proceeding against the Company, a custodian is appointed for the Company in a bankruptcy proceeding for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors. |
• | the occurrence of a Material Adverse Effect (as such term is defined in the Purchase Agreement); |
• | the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our company; |
• | if we are in breach or default in any material respect of any of our covenants and agreements in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within ten trading days after notice of such breach or default is delivered to us; |
• | the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to the Selling Securityholder for the resale of all of the Class A Ordinary Shares included therein, and such lapse or unavailability continues for a period of forty consecutive trading days or for more than an aggregate of ninety trading days in any 365-day period, other than due to acts of the Selling Securityholder; or |
• | trading in the Class A Ordinary Shares on Nasdaq (or if the Class A Ordinary Shares are then listed on an Eligible Market, trading in the Class A Ordinary Shares on such Eligible Market) has been suspended for a period of three consecutive trading days. |
Assumed Average Purchase Price Per Share |
Number of Registered Shares to be Issued if Full Purchase (1) |
Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Securityholder (2) |
Gross Proceeds from the Sale of Shares to the Selling Securityholder Under the Purchase Agreement |
|||||||||
$1.50 |
102,552,795 | 43 | % | $ | 153,829,192 | |||||||
$2.00 |
102,552,795 | 43 | % | $ | 205,105,530 | |||||||
$3.00 |
102,552,795 | 43 | % | $ | 298,428,633 | |||||||
$4.00 |
102,552,795 | 43 | % | $ | 397,904,844 | |||||||
$5.00 |
94,348,571 | 41 | % | $ | 471,742,855 |
(1) | Does not include the 386,971 Commitment Shares that we issued to the Selling Securityholder as consideration for its commitment to purchase Class A Ordinary Shares under the Agreement. Includes the 3,999,562 Class A Ordinary Shares sold to the Selling Securityholder as of the date of this prospectus, pursuant to the Purchase Agreement. The number of Class A Ordinary Shares offered by this prospectus may not cover all the shares we ultimately sell to the Selling Securityholder under the Purchase Agreement, depending on the purchase price per share. We have included in this column only those shares being offered for resale by the Selling Securityholder under this prospectus (excluding the 386,971 Commitment Shares), without regard for the Beneficial Ownership Limitation. The assumed average purchase prices are solely for illustration and are not intended to be estimates or predictions of future share performance. |
(2) | The denominator is based on 135,125,061 shares outstanding as of August 22, 2022 (which includes the 386,971 Commitment Shares we issued to the Selling Securityholder on April 6, 2022 and the 3,999,562 |
Class A Ordinary Shares sold to the Selling Securityholder as of the date of this prospectus, pursuant to the Purchase Agreement), adjusted to include the issuance of the number of shares set forth in the second column that we would have sold to the Selling Securityholder, assuming the average purchase price in the first column. The numerator is based on the number of Class A Ordinary Share set forth in the second column. |
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 |
) | |
|
|
• | 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. |
• | 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. |
• | 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 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, |
• | 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. |
• | 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. |
Shareholders |
Ownership in shares |