UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. )
Swvl Holdings Corp.
(Name of Issuer)
Class A Ordinary
Shares, par value $0.0025 per share
(Title of Class of
Securities)
G86302125
(CUSIP Number)
Youssef Salem
Swvl Holdings Corp.
The Offices 4, One
Central
Dubai World Trade Center
Dubai, United Arab
Emirates
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
March 31, 2024
(Date of Event which
Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 0001875609
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| 1 |
NAMES OF REPORTING PERSONS
Youssef Salem |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
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| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) OR 2(E)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Dominica |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
558,840(1) |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
558,840(1) |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,840(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%(2) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Consists
of 558,840 restricted stock units, each representing the right to receive one Class A ordinary shares, par value $0.0025 per share
(the “Class A Ordinary Shares”), issued to the Reporting Person by the Issuer, as further described in Item 6. |
| (2) | Based
upon (i) 8,516,538 Class A Ordinary Shares, issued and outstanding as of May 20, 2024, as yet unreported but independently
verified with the Issuer and (ii) 557,692 restricted stock units issued to the Reporting Person on December 26, 2024. |
Item 1. Security and Issuer.
The class of equity securities to which this
statement on Schedule 13D (this “Schedule 13D”) relates is the Class A ordinary shares, par value $0.0025 per share (the
“Class A Ordinary Shares”), of Swvl Holdings Corp, a British Virgin Islands limited liability company (the “Issuer”).
The address of the principal executive office of the Issuer is The Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab
Emirates.
Item 2. Identity and Background.
| (a) | This Schedule 13D is being filed on behalf of Youssef Salem (the “Reporting Person”). |
| (b) | The business address and the principal executive office of the Reporting Person is c/o Swvl Holdings Corp,
The Offices 4, One Central, Dubai World Trade Centre, Dubai, United Arab Emirates. |
| (c) | The Reporting Person is a director of the Issuer and was previously the Chief Financial Officer of the
Issuer and of an affiliate of the Issuer. |
| (d) | - (e) The Reporting Person has not been, during the last five years, convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of Dominica. |
Item 3. Source or Amount of Funds
or Other Consideration.
The Reporting Person beneficially owns 558,840 shares of Class A
Ordinary Shares, all of which were granted as compensation for the Reporting Person’s service to the Issuer or its affiliates.
Item 4. Purpose of Transaction.
On February 12, 2024, the board of directors (the “Board”)
of the Issuer appointed the Reporting Person to the Board. The Reporting Person will serve as a director until his successor has been
duly elected and qualified or until his earlier death, resignation or removal. Prior to his appointment to the Board, the Reporting Person
served as Chief Financial Officer of the Issuer from September 1, 2021 to March 31, 2023.
All of the shares of Class A Ordinary Shares beneficially owned by the Reporting Person have been acquired or granted to the Reporting
Person by the Issuer in his capacity as an officer and subsequent capacity as a director of the Issuer or its affiliates, as further described
in Item 6 below.
The Reporting Person intends to review his investment in the Issuer
on an ongoing basis and, in the course of his review, may take actions (including through his affiliates) with respect to his investment
or the Issuer, including communicating with the Board, members of management or other securityholders of the Issuer, or other third parties
from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial,
regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available.
Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting
Person is a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction
(including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations
involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material
projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters;
changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer
or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance
documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.
Such discussions and actions may be preliminary and exploratory in
nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which
the Reporting Person is a party, the Reporting Person may seek to acquire securities of the Issuer, including Class A Ordinary Shares
and/or other equity, debt, notes or other financial instruments related to the Issuer or the Class A Ordinary Shares (which may include
rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such
Issuer securities or financial instruments (which may include distributing some or all of such securities to the Reporting Person’s
respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales
or otherwise. Any transaction that the Reporting Person may pursue, subject to the terms and conditions of the documents described herein
to which the Reporting Person is a party, may be made at any time and from time to time without prior notice and will depend on a variety
of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments,
the Reporting Person’s trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business
and the Issuer’s prospects, other investment and business opportunities available to the Reporting Person, general industry and
economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Person.
In his capacity as a director of the Issuer, the Reporting Person intends
to continue taking an active role in the Issuer’s management. Also, subject to applicable approvals from the compensation committee
of the Board, the Reporting Person may receive additional securities of the Issuer in connection with its compensation program.
Except as described in this Schedule 13D, the Reporting Person does
not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D. However, subject to the agreements described herein, as part of his ongoing evaluation of this investment
and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan or proposal
with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board, other
stockholders of the Issuer or other third parties regarding such matters.
Item 5. Interest in Securities
of the Issuer.
The responses to rows (7) through (13)
of the cover page of this Schedule 13D and the corresponding footnotes are hereby incorporated by reference in their entirety in
this Item 5.
(a) The aggregate number and percentage
of shares of Class A Ordinary Shares reported beneficially owned by the Reporting Person are set forth on rows 11 and 13 of the cover
pages of this Schedule 13D.
(b) These shares are held directly by
the Reporting Person. The aggregate number and percentage of the Class A Ordinary Shares beneficially owned by the Reporting Person
and, for the Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote
or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are
set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D.
(c) Except as set forth in this Schedule
13D, the Reporting Person has not effected any transaction in Class A Ordinary Shares in the past 60 days.
(d) To the best knowledge of the Reporting
Person, no one other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Ordinary Shares reported herein as beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Employment Agreement
On March 31, 2022, the Issuer entered
into that certain Amended and Restated Employment Agreement with Swvl Global FZE, an affiliate of the Issuer (“Swvl UAE”),
and the Reporting Person (the “Employment Agreement”), pursuant to which pursuant to which, the Reporting Person commenced
service as Chief Financial Officer of the Issuer and as Chief Financial Officer of Swvl UAE. In connection with the Employment Agreement,
the Reporting Person was granted 43,665 restricted stock units (“RSUs”), each representing the right to receive one Class A
Ordinary Share (the “Initial Grant”), with an exercise price of $10 per share and subject to a four-year vesting term, with
25% of the shares underlying such applicable grant vesting on the first anniversary of the grant date, and the remainder vesting in 12
equal quarterly installments following such anniversary and subject to the terms of the Employment Agreement and the terms of the Issuer’s
stock incentive plan.
On January 25, 2023, the Issuer implemented
a one-for-25 reverse stock split of its Ordinary Shares. The references to share and per share amounts referred to in connection with
the Initial Grant do not give effect to the reverse stock split.
The foregoing summary of the Employment Agreement
and the transactions contemplated thereby does not purport to be complete and, as such, is qualified in its entirety by the Employment
Agreement set forth in Exhibit 1 hereto and incorporated into this Item 6 by reference.
RSU Award
On December 26, 2023, the Issuer granted
the Reporting Person 557,692 RSUs, which fully vested on March 31, 2024. The RSUs were issued in consideration for services provided
to Issuer or its affiliates.
The foregoing summary of the RSU Award and
the transactions contemplated thereby does not purport to be complete and, as such, is qualified in its entirety by the RSU Award set
forth in Exhibit 2 hereto and incorporated into this Item 6 by reference.
Item 7. Material to Be Filed
as Exhibits.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 20, 2024
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YOUSSEF SALEM |
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By: |
/s/ Youssef Salem |
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Name: Youssef Salem |
Swvl (NASDAQ:SWVLW)
過去 株価チャート
から 5 2024 まで 6 2024
Swvl (NASDAQ:SWVLW)
過去 株価チャート
から 6 2023 まで 6 2024
