SWVLW Swvl Holdings Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2025 (Report No. 2)

 

Commission File Number: 001-41339

 

Swvl Holdings Corp

 

The Offices 4, One Central

Dubai World Trade Centre

Dubai, United Arab Emirates

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

 

 

CONTENTS

 

Private Placement Offering

 

On February 10, 2025, Swvl Holdings Corp (“Swvl” or the “Company”) announced that investors have exercised their right to purchase additional securities pursuant to the securities purchase agreement executed on November 17, 2024 (the “Securities Purchase Agreement”). Under the Securities Purchase Agreement, the investors have agreed to purchase 417,537 of the Company’s pre-funded warrants to purchase the Company’s ordinary shares, par value $0.0025 per share, at a purchase price of $4.79 per share. The offering resulted in gross proceeds to the Company of $2 million. The Company intends to use the net proceeds from the sale of the securities for working capital and general corporate purposes, including the expansion of its operations in the United States. The closing of the offering occurred on February 7, 2025.

 

The purchasers in the offering also agreed to execute lock up and leak out agreements (the “Lock Up Agreement”) pursuant to which they agreed to lock up the securities purchase in the offering for a period of six months, as well as agreed to transfer up to twenty percent of the securities purchase for each ninety-day period thereafter in an amount not more than twenty percent of the trading volume on a proposed date of sale.

 

The securities described herein (the “Securities”) have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.

 

This Report on Form 6-K (the “Report”) shall not constitute an offer to sell or the solicitation of an offer to buy the Securities, nor shall there be any sale of these Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

On February10, 2025, Swvl issued a press release titled: “SWVL Announces $2 Million Private Placement Priced At-the-Market Under Nasdaq Rules.” A copy of this press release is furnished herewith as Exhibit 99.1.

 

The foregoing summaries of the Securities Purchase Agreement, pre-funded warrants, and Lock Up Agreement do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement, pre-funded warrant and the Lock Up Agreement, which are attached as Exhibits 99.2, 99.3, and 99.4, respectively, to this Report and are incorporated herein by reference.

 

This Report incorporated by reference into Swvl’s Registration Statement on Form F-3 (Registration No. 333-279918) and Form S-8 (Registration No. 333-265464) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Press release titled: “SWVL Announces $2 Million Private Placement Priced At-the-Market Under Nasdaq Rules.”
99.2		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K filed on November 18, 2024 (File No. 001-41339)).
99.3		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 99.3 to the Report of Foreign Private Issuer on Form 6-K filed on November 18, 2024 (File No. 001-41339)).
99.4		Form of Lock Up and Leak Out Agreement (incorporated by reference to Exhibit 99.4 to the Report of Foreign Private Issuer on Form 6-K filed on November 18, 2024 (File No. 001-41339)).

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SWVL HOLDINGS CORP
Date: February 10, 2025	By:	/s/ Mostafa Kandil
	Name:	Mostafa Kandil
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

SWVL Announces $2 Million Private Placement

Priced At-the-Market Under Nasdaq Rules

 

Dubai, United Arab Emirates, February 10, 2025 (GLOBE NEWSWIRE) — Swvl Holdings Corp ("Swvl" or the "Company") (Nasdaq: SWVL), a leading provider of technology-driven mobility solutions for enterprises and governments, today announced that investors have exercised their right to purchase additional securities pursuant to the previously executed definitive agreement dated November 17, 2024, to purchase $2 million of pre-funded warrants to purchase ordinary shares in a private placement, at a purchase price of $4.79 per share. The purchasers have agreed to lock up the securities purchased in the offering for a period of 6 months, and also to transfer less than 20 percent of the securities purchased for each 90-day period thereafter in an amount not more than 20 percent of the trading volume on the date of sale.

 

Swvl believes that the execution of the lock up agreements, and selling restrictions contained therein, indicates the purchaser’s confidence in Swvl’s long-term growth strategy. The private placement closed on February 7, 2025. The Company intends to use the net proceeds from the private placement for working capital and general corporate purposes, including the expansion of its operations in the United States.

 

The private placement comes on the back of Swvl’s recent developments, including securing multiple million dollar contracts across Egypt, Saudi Arabia and the United Arab Emirates, obtaining financing from HSBC to fund current and new sales pipeline, and in Swvl’s announced preparation to accelerate its growth and footprint in the United States and in the GCC. This investment comes as an extension to the previously announced $4.7 million private placement in November 2024.

 

The offering is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D thereunder. Accordingly, the securities issued in the offering may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Swvl

 

Swvl is a leading provider of technology-driven mobility solutions for enterprises and governments. Swvl's technology enhances transit system efficiency to deliver safer, more reliable, and sustainable transportation solutions.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements'' relating to future events. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events and other statements that are not historical facts. For example, Swvl is using forward looking statements when it discusses the expected use of proceeds. These statements are based on the current expectations of Swvl’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Swvl. These statements are subject to a number of risks and uncertainties regarding Swvl’s business, and actual results may differ materially. In addition, forward-looking statements provide Swvl’s expectations, plans or forecasts of future events and views as of the date of this communication. Swvl anticipates that subsequent events and developments could cause Swvl’s assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Swvl’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon any forward-looking statements. Except as otherwise required by law, Swvl undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”), which is available on the SEC’s website, www.sec.gov, and in subsequent SEC filings.

 

Contact: Investor.relations@swvl.com

 

 

---