Swvl CEO Kandil Amends 13D/A Filing, Updates Ownership Details

TL;DR

**Swvl CEO Mostafa Kandil just updated his ownership stake, signaling potential shifts in control.**

AI Summary

Mostafa Kandil, CEO of Swvl Holdings Corp, filed an amended Schedule 13D/A on January 5, 2024, indicating a change in his beneficial ownership of Swvl's Class A Ordinary Shares. This amendment updates his previous filing and is important for investors because it clarifies the extent of his control and influence over the company, which can impact strategic decisions and future stock performance. The filing specifically notes the CUSIP number G86302125 for the Class A Ordinary Shares.

Why It Matters

This filing clarifies the beneficial ownership of Swvl's CEO, Mostafa Kandil, which is crucial for understanding insider control and potential future corporate actions.

Risk Assessment

Risk Level: low — This filing is an amendment clarifying existing ownership, not a new acquisition or disposal, thus posing low immediate risk.

Analyst Insight

Investors should note the updated ownership details of the CEO, as significant insider holdings can influence corporate governance and long-term strategy. No immediate action is suggested based solely on this amendment.

Key Numbers

• $0.0025 — Par Value per Share (The par value of Swvl Holdings Corp.'s Class A Ordinary Shares.)

Key Players & Entities

• Mostafa Kandil (person) — Reporting Person, CEO of Swvl Holdings Corp.
• Swvl Holdings Corp. (company) — Issuer of the Class A Ordinary Shares
• G86302125 (other) — CUSIP Number for Class A Ordinary Shares
• January 5, 2024 (date) — Date of Event which Requires Filing of this Statement
• $0.0025 (dollar_amount) — par value per Class A Ordinary Share

Forward-Looking Statements

• Mostafa Kandil will maintain his significant influence over Swvl Holdings Corp.'s strategic direction. (Mostafa Kandil) — high confidence, target: 2025-01-01

FAQ

Key Financial Figures

• $0.0025 — r) Class A Ordinary Shares, par value $0.0025 per share (Title of Class of Securiti

Filing Documents

• tm242249d1_sc13da.htm (SC 13D/A) — 42KB
• 0001104659-24-001978.txt ( ) — 44KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D/A relates to the Ordinary Shares of 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. On January 5, 2023, the Issuer effected a one-for-twenty-five reverse split of its Ordinary Shares. Unless indicated otherwise by the context, all share amounts in this Schedule 13D/A have been adjusted to give retroactive effect to the reverse stock split.

Identity and Background

Item 2. Identity and Background. There have been no material changes to the information previously reported in the Schedule 13D with respect to the Reporting Person.

Source or Amount of

Item 3. Source or Amount of Funds or Other Consideration. “Item 3. Source and Amount of Funds or Other Consideration” of the Schedule 13D is hereby amended to add the following: The Reporting Person purchased the following Ordinary Shares in open market transactions: 5 Ordinary Shares on December 28, 2023; 14,039 Ordinary Shares on December 29, 2023; 241 Ordinary Shares on January 2, 2024; 20,000 Ordinary Shares on January 3, 2024; 15,000 Ordinary Shares on January 4, 2024; and 30,715 Ordinary Shares on January 5, 2024, with his personal funds.

Purpose of Transaction

Item 4. Purpose of Transaction. There have been no material changes to the information previously reported in Item 4 of the Schedule 13D with respect to the Reporting Person.

Interest in Securities

Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of shares of Class A Ordinary Shares reported beneficially owned by the Reporting Person is determined in accordance with SEC rules and is based upon 6,791,605 shares of Class A Ordinary Shares outstanding, which is the total number of shares of Class A Ordinary Shares outstanding as reported in the Issuer’s Annual Report on Form 20-F/A filed with the SEC on October 31, 2023. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Class A Ordinary Shares issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule. The Reporting Person disclaims beneficial ownership of the securities held by Mahmoud Nouh Mohamed Mohamed Nouh, Ahmed Mahmoud Ismail Mohamed Sabbah, DiGame Africa, VNV (Cyprus) Limited, Memphis Equity Ltd., Badia Impact Fund C.V., Blu Stone Ventures 1 Limited, Alcazar Fund 1 SPV 4, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners, LP, Luxor Wavefront, LP, Lugard Road Capital Master Fund, LP, and any other person from time to time party to the Shareholders Agreement. (b) These shares are held directly by the Reporting Person. Pursuant to the Shareholders Agreement, the Reporting Person (and each other shareholder party thereto) irrevocably appointed as its proxy and attorney-in-fact the Issuer and any person designated in writing by the Issuer to vote or deliver a written resolution in respect of the shares beneficially owned by him (and each other shareholder party thereto) in accordance with the specified voting commitments further described below in Item 6. As such, the Issuer possesses power to direct the voting of the shares beneficially owned by the Reporting Person with

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There have been no material changes to the information previously reported in the Schedule 13D.

Material to Be Filed

Item 7. Material to Be Filed as Exhibits. 1. Shareholders Agreement, dated July 28, 2021, by and among the Issuer and the Reporting Person, Mahmoud Nouh Mohamed Mohamed Nouh, Ahmed Mahmoud Ismail Mohamed Sabbah, DiGame Africa, VNV (Cyprus) Limited, Memphis Equity Ltd., Badia Impact Fund C.V., Blu Stone Ventures 1 Limited, Alcazar Fund 1 SPV 4, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners, LP, Luxor Wavefront, LP, and Lugard Road Capital Master Fund, LP. 2. Registration Rights Agreement, dated as of July 28, 2021, by and among Swvl, Inc., Queen’s Gambit Growth Capital, the Issuer, Queen’s Gambit Holdings LLC, and certain security holders of the Issuer (including the Reporting Person). 3. Lock-Up Agreement, dated as of July 28, 2021, by and among the Reporting Person and the Issuer. 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: January 8, 2024 MOSTAFA KANDIL By: /s/ Mostafa Kandil Name: Mostafa Kandil

View Full Filing

View this SC 13D/A filing on SEC EDGAR