| | The information set forth in Item 6 of this Schedule 13D with respect to the Securities Purchase Agreement, the Stockholder Agreement, the Lock-Up Agreement and the Registration Rights Agreement is incorporated by reference into this Item 4.
General
The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons, subject to the terms of the Stockholder Agreement (as defined below) and the Lock-Up Agreement (as defined below), may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons may also enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer, which instruments or agreements may or may not affect the Reporting Persons' beneficial ownership in securities of the Issuer. In addition, the Reporting Persons, including Mr. Ali in his position as a director of the Issuer's board of directors (the "Board"), may engage in discussions with management, the Board, other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; security offerings and/or securities repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. |
| (a) | The ownership information set forth herein represents beneficial ownership of Ordinary Shares as of the date hereof, based upon 17,795,743 Ordinary Shares outstanding as of the Closing Date.
Coefficient SWVL Holdings, LLC is the record holder of 6,896,552 Ordinary Shares, representing approximately 38.9% of the outstanding shares. Mr. Ali is the record holder of 2,516.5 Ordinary Shares.
Messrs. Ali and Shoukry are the managing members of Coefficient GP LLC, which is the general partner of Coefficient LP, which is the sole member of Coefficient SWVL Holdings, LLC. As a result of these relationships, each of the foregoing may be deemed to share beneficial ownership of the securities held of record by Coefficient SWVL Holdings, LLC. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
| | Securities Purchase Agreement
On September 1, 2026 (the "Closing Date"), pursuant to a securities purchase agreement, dated as of August 24, 2026 (the "Purchase Agreement"), by and among Swvl Holdings Corp (the "Issuer") and Coefficient SWVL Holdings, LLC, Coefficient SWVL Holdings, LLC purchased an aggregate of 6,896,552 for $1.45 per share.
Lock-Up Agreement
On August 24, 2026, pursuant to the Securities Purchase Agreement, Coefficient SWVL Holdings, LLC entered into a lock-up agreement with the Issuer (the "Lock-Up Agreement"), pursuant to which Coefficient SWVL Holdings, LLC, and any affiliates of Coefficient SWVL Holdings, LLC, agreed to not, subject to certain exceptions as described in the Lock-Up Agreement, sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) Ordinary Shares held for a period of 180 days following the Closing Date.
Stockholder Agreement
On August 24, 2026, pursuant to the Securities Purchase Agreement, Coefficient SWVL Holdings, LLC entered into a stockholder agreement with the Issuer (the "Stockholder Agreement"), pursuant to which, effective as of the Closing, the Issuer agreed to increase the size of the Board to eight (8) directors in accordance and appoint Mr. Ali (the "Investor Designee") as a director of the Issuer to hold office until the end of the next annual general meeting of the Issuer, and to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, subject to the satisfaction of any applicable independence and other eligibility requirements under the securities rules and the applicable Nasdaq Listing Rules.
In addition, for so long as Coefficient SWVL Holdings, LLC and its affiliates beneficially own not less than 5% of the issued and outstanding Ordinary Shares, calculated on a fully diluted basis, the Issuer shall procure that, (i) the Investor Designee be included in the Issuer's slate of nominees for election at each annual or extraordinary meeting of members at which directors of the class to which the Investor Designee belongs are to be elected or re-elected; (ii) the Investor Designee be nominated as a director and it be recommended to the members of the Issuer that the Investor Designee be elected or re-elected as a director at each such meeting; (iii) proxies shall be solicited in favor of the election or re-election of the Investor Designee in the same manner and with the same effort and urgency as proxies are solicited in favor of the election of the other nominees of the Board; (iv) the Issuer shall use reasonable best efforts (not less favorable than the efforts used for any other nominee of the Board) to cause the election or re-election of the Investor Designee at each such meeting; and (v) the Issuer shall not take any action to shorten the term of the Investor Designee, reassign the class to which the Investor Designee belongs, or otherwise circumvent or impair the rights of the Investor under Section 2.2 of the Stockholder Agreement.
If the Investor Designee ceases to serve as a director for any reason (including by death, disability, resignation or removal), Coefficient SWVL Holdings, LLC shall have the right to designate a replacement by written notice to the Issuer within ten (10) Business Days of such cessation, and the Board shall appoint such replacement to fill the vacancy within five (5) Business Days of receipt of such notice. The Board shall not remove the Investor Designee from the Board with cause without the prior written consent of Coefficient SWVL Holdings, LLC. The Board shall provide Coefficient SWVL Holdings, LLC with not less than ten (10) Business Days' prior written notice of any proposed removal of the Investor Designee with cause, together with a reasonable description of the grounds therefor, and shall afford the Investor Designee a reasonable opportunity to be heard by the Board prior to any such removal. For so long as Coefficient SWVL Holdings, LLC and its affiliates beneficially own not less than 5% of the issued and outstanding Ordinary Shares, calculated on a fully diluted basis, the Issuer shall procure that there shall be no increase or decrease in the size of the Board without the prior written consent of Coefficient SWVL Holdings, LLC.
For so long as Coefficient SWVL Holdings, LLC and its affiliates beneficially own not less than 5% of the issued and outstanding Ordinary Shares, calculated on a fully diluted basis, the Issuer shall procure that no new Ordinary Shares or other equity securities of the Issuer (the "New Securities") shall be issued or sold to any person unless the Issuer has first offered to Coefficient SWVL Holdings, LLC the right to purchase its Pro Rata Share (as defined below) of such New Securities on the same terms and conditions as such New Securities are proposed to be issued or sold to such other person(s), in each case subject to and in accordance with the procedures set forth in Article 3 of the Stockholder Agreement. The "Pro Rata Share" means a fraction, the numerator of which is the number of Ordinary Shares beneficially owned by Coefficient SWVL Holdings, LLC and its affiliates immediately prior to such issuance and the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to such issuance (in each case calculated on a fully diluted basis).
For so long as Coefficient SWVL Holdings, LLC and its affiliates beneficially own not less than 5% of the issued and outstanding Ordinary Shares, calculated on a fully diluted basis, the Issuer may not, without Coefficient SWVL Holdings, LLC's prior written consent: (a) issue, designate, or allot any preferred shares or create any class of shares senior to or on parity with the Ordinary Shares; (b) adopt any amendment to the Issuer's memorandum and articles of association (the "Memorandum and Articles") that would adversely affect the Ordinary Shares' rights, modify director appointment/removal provisions, alter meeting and voting provisions, change indemnification or corporate-opportunities provisions, or confer preemptive rights; (c) assert or enforce any share lien over the Coefficient SWVL Holdings, LLC's Ordinary Shares under Article 12 of the Memorandum and Articles; (d) effect any going-private transaction, voluntarily delist the Ordinary Shares, or deregister under the Securities Exchange Act of 1934, as amended; (e) adopt any plan of liquidation, dissolution, or winding up of the Issuer; or (f) engage in a Variable Rate Transaction (as defined in the Stockholder Agreement) without Coefficient SWVL Holdings, LLC's consent.
Registration Rights Agreement
Pursuant to the Registration Rights Agreement, dated August 24, 2026, between the Issuer, Coefficient SWVL Holdings, LLC and other stockholder who becomes party to the agreement (collectively with Coefficient SWVL Holdings, LLC, the "Shareholders"), the Issuer is obligated to file a shelf registration statement within 120 calendar days following the Closing Date covering the resale of all Registrable Securities (as defined in the Registration Rights Agreement), and to use reasonable best efforts to cause such registration statement to become effective within the earlier of 90 days following filing or 10 business days after the Securities and Exchange Commission notification that the filing will not be reviewed. The Shareholders are also entitled to unlimited shelf takedowns from the effective shelf registration statement, subject to a cap of six underwritten offerings, and customary demand registration and piggyback registration rights. The Registration Rights Agreement terminates upon the earlier of mutual written agreement, the date the Shareholders cease to hold any Registrable Securities, or the dissolution of the Issuer.
The foregoing descriptions of the Securities Purchase Agreement, Stockholder Agreement, Lock-Up Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. |
