Swvl CEO Kandil Amends Beneficial Ownership
Ticker: SWVLW · Form: SC 13D/A · Filed: Feb 15, 2024 · CIK: 1875609
Sentiment: neutral
Topics: insider-ownership, amendment, beneficial-ownership
TL;DR
**Swvl CEO Mostafa Kandil just updated his ownership stake in the company.**
AI Summary
Mostafa Kandil, CEO of Swvl Holdings Corp., filed an SC 13D/A on February 15, 2024, indicating an amendment to his beneficial ownership of Class A Ordinary Shares. The filing updates previous disclosures regarding his holdings in Swvl Holdings Corp. (CUSIP G86302125), with the event date requiring this filing being February 12, 2024. This amendment is the third for this Schedule 13D.
Why It Matters
This filing provides updated information on the beneficial ownership of Swvl Holdings Corp.'s CEO, Mostafa Kandil, which can influence investor perception and corporate control dynamics.
Risk Assessment
Risk Level: low — This is an amendment to a beneficial ownership filing, which is a routine disclosure and does not inherently indicate high risk.
Key Players & Entities
- Mostafa Kandil (person) — Filing Person, CEO of Swvl Holdings Corp.
- Swvl Holdings Corp. (company) — Issuer of securities
- 07 Trade & Services (company) — Organization Name associated with Subject Company
- $0.0025 (dollar_amount) — Par value per share of Class A Ordinary Shares
- February 12, 2024 (date) — Date of event requiring filing
FAQ
Who is the filing person for this SC 13D/A?
The filing person is Mostafa Kandil, who is also the CEO of Swvl Holdings Corp.
What is the name of the issuer whose securities are the subject of this filing?
The issuer is Swvl Holdings Corp.
What is the CUSIP number for the Class A Ordinary Shares mentioned in the filing?
The CUSIP number for the Class A Ordinary Shares is G86302125.
When was the date of the event that required this filing?
The date of the event which required the filing of this statement was February 12, 2024.
What is the par value per share of the Class A Ordinary Shares?
The par value per share of the Class A Ordinary Shares is $0.0025.
Filing Stats: 1,570 words · 6 min read · ~5 pages · Grade level 12.5 · Accepted 2024-02-15 16:08:48
Key Financial Figures
- $0.0025 — r) Class A Ordinary Shares, par value $0.0025 per share (Title of Class of Securiti
Filing Documents
- tm246389d1_sc13da.htm (SC 13D/A) — 41KB
- 0001104659-24-024521.txt ( ) — 42KB
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 Funds
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: 120 Ordinary Shares on January 12, 2024; 15,000 Ordinary Shares on February 5, 2024; 16,331 Ordinary Shares on February 6, 2024; 11,000 Ordinary Shares on February 7, 2024; 10,750 Ordinary Shares on Febrary 9, 2024; 10,100 Ordinary Shares on February 12, 2024; and 9,339 Ordinary Shares on February 13, 2024, with his personal funds. In addition, on December 26, 2023, the Reporting Person was issued 1,758,242 Restricted Stock Units which vest on March 31, 2024.
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, and 1,758,242 Restricted Stock Units issued to the Reporting Person on December 26, 2024, and which vest on March 31, 2024. 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 It
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: February 15, 2024 MOSTAFA KANDIL By: /s/ Mostafa Kandil Name: Mostafa Kandil