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
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 | |
