Salem Youssef Files SC 13D for Swvl Holdings Corp.

TL;DR

**SWVL:** Youssef Salem filed a 13D, changing ownership reporting. Watch this space.

AI Summary

Salem Youssef has filed an SC 13D for Swvl Holdings Corp., reporting a change in beneficial ownership as of March 31, 2024. The filing indicates a shift from a previous Schedule 13G filing, suggesting a potential change in investment strategy or stake. Swvl Holdings Corp. is a business services company incorporated in Delaware.

Why It Matters

This SC 13D filing signals a potential shift in significant ownership for Swvl Holdings Corp., which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — A Schedule 13D filing often indicates a more active or activist stake by a significant shareholder, which can lead to increased volatility.

Key Players & Entities

• Salem Youssef (person) — Filing person and authorized contact
• Swvl Holdings Corp. (company) — Subject company
• Pivotal Holdings Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0025 — r) Class A Ordinary Shares, par value $0.0025 per share (Title of Class of Securiti
• $10 — rant”), with an exercise price of $10 per share and subject to a four-year ve

Filing Documents

• tm2414973d1_sc13d.htm (SC 13D) — 45KB
• 0001104659-24-063415.txt ( ) — 46KB

(D) OR 2(E)

ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Dominica 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.

Security and Issuer

Item 1. Security and Issuer. The class of equity securities to which this “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.

Identity and Background

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.

Source or Amount of Funds

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.

Purpose of Transaction

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 form

Interest in Securities

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.

Contracts, Arrangements,

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

Material to Be Filed

Item 7. Material to Be Filed as Exhibits. 1. Amended and Restated Employment Agreement, dated March 31, 2022, by and among Youssef Salem, Holdings and Swvl Global FZE. 2. Form of RSU Award . 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 YOUSSEF SALEM By: /s/ Youssef Salem Name: Youssef Salem

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View this SC 13D filing on SEC EDGAR