Swvl Holdings Corp-A 2025年年度报告和过渡报告

Washington, D.C. 20549 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-41339 SWVL HOLDINGS CORP (Exact name of Registrant as specified in its charter) Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the closeof the period covered by the annual report. Outstanding as of December 31, 2024:9,898,516ClassA Ordinary Share and1,588,093warrants. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or 15(d)of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)ofthe Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer,or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting over Section404(b)of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: If “Other” has been checked in response to the previous question indicate by check mark which financial statementitem the registrant has elected to follow. Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ SWVL HOLDINGS CORPTABLE OF CONTENTS INTRODUCTION3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4PART I5ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3.KEY INFORMATION5ITEM 4.INFORMATION ON THE COMPANY40ITEM 4A.UNRESOLVED STAFF COMMENTS52ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS53ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES73ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS78ITEM 8.FINANCIAL INFORMATION82ITEM 9.THE OFFER AND LISTING82ITEM 10.ADDITIONAL INFORMATION83ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK94ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES95PART II96ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES96ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS96ITEM 15.CONTROLS AND PROCEDURES96ITEM 16.[RESERVED]98ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT98ITEM16B.CODE OF ETHICS98ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES98ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES99ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS99ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT99ITEM16G.CORPORATE GOVERNANCE99ITEM16H.MINE SAFETY DISCLOSURE.99ITEM16I.DISC