Swvl Holdings Corp 6-K, filed Jul 14, 2023

Swvl Holdings Corp (SWVL)

6-K 2023-07-14 For: 2023-07-14

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Added on April 07, 2026

About this 6-K

Swvl Holdings Corp filed this 6-K on July 14, 2023.

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Exhibit		Description of Exhibit

99.1		Condensed Consolidated Interim Financial Statements as of and for the Nine Month Periods Ended September 30, 2022 and 2021.

	SWVL HOLDINGS CORP

Date: July 14, 2023	By:	/s/ Mostafa Kandil
	Name:	Mostafa Kandil
	Title:	Chief Executive Officer

	Page(s)

Condensed interim consolidated statements of financial position	2-3

Condensed interim consolidated statements of comprehensive income	4 – 5

Condensed interim consolidated statements of changes in equity	6

Condensed interim consolidated statements of cash flows	7 – 8

Notes to the condensed interim consolidated financial statements	9 – 43

		(Unaudited)
		At 30			(Audited)
		September			At 31 December
		2022			2021
	Note	USD			USD
ASSETS
Current assets
Current financial assets			-			10,000,880
Deferred transaction cost			-			7,355,404
Trade and other receivables	4		21,496,870			6,603,240
Prepaid expenses and other current assets			4,020,384			1,102,989
Cash and bank balances	5		18,923,030			9,529,723
			44,440,284			34,592,236
Non-current assets
Property and equipment	6		2,252,106			648,704
Intangible assets	7		21,575,275			988,406
Goodwill	8		33,344,496			4,418,226
Right-of-use assets			4,512,313			4,059,896
Deferred tax assets	19.2		14,988,641			14,631,743
			76,672,831			24,746,975
Total assets			121,113,115			59,339,211

EQUITY AND LIABILITIES
EQUITY
Share capital	9.1		13,513			88,881,717
Share premium	9.2		342,191,624			-
Share-based compensation reserve	10		40,358,763			36,929,523
Foreign currency translation reserve			(4,619,341	)		450,863
Accumulated losses			(328,511,187	)		(216,066,255	)
Net equity/(deficit) attributable to the Parent Company’s Shareholders			49,433,372			(89,804,152	)
Non-controlling interests			424,321			66,378
Total equity/(deficit)			49,857,693			(89,737,774	)

LIABILITIES
Current liabilities
Derivatives liability			-			44,330,400
Convertible notes			-			74,606,482
Deferred purchase price	11		16,426,815			3,618,902
Accounts payable, accruals and other payables	12		38,839,690			19,987,552
Current tax liabilities			1,816,495			678,972
Loans from a related party	21		417,760			478,764
Interest-bearing loans			-			60,440
Lease liabilities			1,048,310			1,201,204
			58,549,070			144,962,716

		(Unaudited)		(Audited)
		At 30 September		At 31 December
		2022		2021
		USD		USD
Non-current liabilities
Provision for employees’ end of service benefits			1,090,987		815,407
Earnout liabilities	13		153,923		-
Interest-bearing loans			1,900,492		337,545
Deferred purchase price	11		543,375		-
Derivative warrant liabilities	14		5,306,161		-
Lease liabilities			3,711,414		2,961,317
			12,706,352		4,114,269
Total liabilities			71,255,422		149,076,985
Total equity and liabilities			121,113,115		59,339,211

		For the three-month period ended						For the nine-month period ended
		30 September						30 September
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		2022			2021			2022			2021
	Note	USD			USD			USD			USD
Revenue	16		24,817,763			10,809,953			65,557,846			23,726,209
Cost of sales			(21,429,965	)		(14,085,019	)		(70,744,554	)		(29,991,560	)
Gross profit/(loss)			3,387,798			(3,275,066	)		(5,186,708	)		(6,265,351	)

General and administrative expenses	17		(22,465,392	)		(19,786,731	)		(73,736,624	)		(53,816,174	)
Selling and marketing costs			(2,411,271	)		(2,856,521	)		(14,618,719	)		(7,763,074	)
Provision for expected credit losses	4		(500,260	)		200,715			(2,694,641	)		(225,834	)
Hyperinflation adjustment	2.5		2,802,757			-			5,440,645			-
Other income			474,457			209,831			1,003,379			66,327
Other expenses			(583,297	)		-			(814,745	)		(330,260	)
Operating loss			(19,295,208	)		(25,507,772	)		(90,607,413	)		(68,334,366	)

Change in fair value of financial liabilities	13,14		43,253,080			-			105,577,655			-
Change in fair value of deferred purchase price	11		23,156,661						23,156,661
Recapitalization cost	22		-			-			(139,609,424	)		-
Impairment of financial assets	23		-			-			(10,000,880	)		-
Finance income			25,018			-			104,822			-
Finance cost			(481,214	)		(7,173,854	)		(4,206,418	)		(46,728,401	)
Profit/(loss) for the period before tax			46,658,337			(32,681,626	)		(115,584,997	)		(115,062,767	)

Tax	19.1		49,092			990,795			672,857			2,684,535

Profit/(loss) for the period			46,707,429			(31,690,831	)		(114,912,140	)		(112,378,232	)

											Foreign						Equity
									Share-based		currency						attributable to			Non-
			Share			Share			compensation		translation			Accumulated			the Parent’s			controlling			Total
	Note		capital			premium			reserve		reserve			losses			Shareholders			interest			equity/(net deficit)
			USD			USD			USD		USD			USD						USD			USD
As at 1 January 2021 (Audited)				88,881,717			-			3,318,292		860,374			(74,650,123	)		18,410,260			-			18,410,260

Total comprehensive loss for the period
Loss for the period				-			-			-		-			(112,378,232	)		(112,378,232	)		-			(112,378,232	)
Other comprehensive loss for the period				-			-			-		(1,067,200	)		-			(1,067,200	)		-			(1,067,200
				-			-			-		(1,067,200	)		(112,378,232	)		(113,445,432	)		-			(113,445,432	)
Share-based compensation expense		10		-			-			27,954,642		-			-			27,954,642			-			27,954,642
As at 30 September 2021 (Unaudited)				88,881,717			-			31,272,934		(206,826	)		(187,028,355	)		(67,080,530	)		-			(67,080,530	)

As at 1 January 2022 (Audited)				88,881,717			-			36,929,523		450,863			(216,066,255	)		(89,804,152	)		66,378			(89,737,774	)

Total comprehensive loss for the period
Loss for the period				-			-			-		-			(112,444,932	)		(112,444,932	)		(2,467,208	)		(114,912,140	)
Other comprehensive loss for the period				-			-			-		(5,070,204	)		-			(5,070,204	)		-			(5,070,204	)
				-			-			-		(5,070,204	)		(112,444,932	)		(117,515,136	)		(2,467,208	)		(119,982,344	)
Re-allocation of share premium		9		(88,873,271	)		88,873,271			-		-			-			-			-			-
Issuance of shares		9		1,663			30,643,137			-		-			-			30,644,800			-			30,644,800
Issuance of shares to PIPE Investors		9		397			39,663,603			-		-			-			39,664,000			-			39,664,000
Issuance of shares to SPAC shareholders		9		1,395			32,332,406			-		-			-			32,333,801			-			32,333,801
Conversion of convertible notes		9		1,612			145,952,505			-		-			-			145,954,117			-			145,954,117
Recapitalizations costs		9		-			139,609,424			-		-			-			139,609,424			-			139,609,424
Costs attributable to the issuance of shares in connection with the business combination		9		-			(59,332,267	)		-		-			-			(59,332,267	)					(59,332,267	)
Cost of shares earnouts		9		-			(75,550,455	)		-		-			-			(75,550,455	)		-			(75,550,455	)

Acquisition of a subsidiary				-			-			-		-			-			-			2,825,151			2,825,151
Share-based compensation expense		10		-			-			3,429,240		-			-			3,429,240			-			3,429,240
As at 30 September 2022 (Unaudited)				13,513			342,191,624			40,358,763		(4,619,341	)		(328,511,187	)		49,433,372			424,321			49,857,693

		For the three-month period						For the nine-month period ended
		ended 30 September						30 September
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		2022			2021			2022			2021
	Note	USD			USD			USD			USD
Loss for the period before tax			46,658,337			(32,681,626	)		(115,584,997	)		(115,062,767	)
Adjustments for:
Depreciation and amortization	17		1,123,462			80,819			2,165,552			119,731
Depreciation of right-of-use assets	17		250,401			129,443			953,954			295,792
Gain on disposal of right-of-use assets			87,868			-			2,242			-
Provision for expected credit losses	4		500,260			(200,715	)		2,694,641			225,834
Impairment of financial assets	22.5		-			-			10,000,880			-
Change in fair value of financial liabilities	13,14		(43,253,080	)		-			(105,577,655	)		-
Change in fair value of deferred purchase price	11		(23,156,661	)		-			(23,156,661	)		-
Finance cost			481,214			7,173,854			4,206,418			46,728,401
Recapitalization costs	22		-			-			139,609,424			-
Provision for employees’ end of service benefits	18		133,434			38,103			715,494			231,502
Share-based compensation expense	10		3,172,147			5,656,590			3,429,240			27,954,642
			(14,002,618	)		(19,803,532	)		(80,541,468	)		(39,506,865	)
Changes in working capital:
Trade and other receivables			(2,501,962	)		(986,913	)		(10,876,035	)		(2,149,537	)
Prepaid expenses and other current assets			1,070,626			118,300			(2,917,395	)		131,044
Accounts payable, accruals and other payables			(9,198,434	)		4,069,663			(7,206,290	)		5,916,949
Current tax liabilities			619,136			2,068,379			1,137,523			866,580
Advances to shareholders			-			(10,130	)		-			(86	)
			(24,013,252	)		(14,544,233	)		(100,403,665	)		(34,741,915	)
Payment of employee’s end of service benefits			-			-			(439,914	)		-
Net cash outflow from operating activities			(24,013,252	)		(14,544,233	)		(100,843,579	)		(34,741,915	)

Cash flow from investing activities
Purchase of property and equipment			(143,762	)		(117,867	)		(1,921,762	)		(171,081	)
Purchase of financial assets at fair value through profit or loss			5,000,010			-			-			-
Capitalized development costs			(554,685	)		-			(1,635,211	)		-
Acquisition of subsidiaries, net of cash acquired			(4,959,744	)		-			(6,423,037	)		-
Net cash outflow from investing activities			(658,181	)		(117,867	)		(9,980,010	)		(171,081	)

Cash flows from financing activities												-
Proceeds from issuance of share capital			27,974,622			-			60,308,423			-
Proceeds from issuance of convertible notes			-			35,500,000			26,336,000			63,199,900
Proceeds from PIPE subscription			-			-			39,664,000			-
Repayment of loan from related party			(25,938	)		-			(61,004	)		-
Repayment of convertible note			(241,506	)		-			(241,506	)		-
Finance cost paid			(430,843	)		(2,282,772	)		(613,839	)		(2,318,484	)
Finance lease liabilities paid, net of accretion			(112,937	)		(171,638	)		(549,614	)		(335,816	)
Net cash inflow from financing activities			27,163,398			33,045,590			124,842,460			60,545,600

	Number of
	shares			USD
Public shares outstanding		34,500,000			345,000,000
Shares redeemed		(29,175,999	)		(291,759,990	)
Shared issued to SPAC		5,324,001			53,240,010

Cash from reverse recapitalization	53,240,010
SPAC reverse recapitalization professional fees	(20,923,449	)
Net proceeds from reverse recapitalization	32,316,561

	Country of	Legal ownership %		Principal
Company name	incorporation	30-Sep-22	31-Dec-21	business activities
Swvl Inc.	British Virgin Islands	100%	-	Holding company
Pivotal Merger Sub Company I	Cayman Islands	100%	-	Merger entity
Swvl Global FZE	UAE	100%	100%	Headquarters and management activities
Swvl for Smart Transport Applications and Services LLC	Egypt	99.80%	99.80%	Providing a technology platform to enable passenger transportation
Swvl Pakistan (Private) Ltd.	Pakistan	99.99%	99.99%
Swvl NBO Limited	Kenya	100%	100%
Swvl Technologies Ltd.	Kenya	100%	100%
Swvl Technologies FZE	UAE	100%	100%
Smart Way Transportation LLC (i)	Jordan	-	-

Swvl Saudi for Information Technology	Kingdom of Saudi Arabia	100%	100%

Swvl My For Information Technology SDN BHD	Malaysia	100%	100%
Shotl Transportation, S.L.	Spain	55%	55%
Viapool Inc. (ii)	Delaware, USA	51%	-	Holding company
Movilidad Digital SAS (ii)	Argentina	51%	-	Providing a technology platform to enable passenger transportation
Viapool SRL (ii)	Argentina	51%	-
Viapool SPA (ii)	Chile	51%	-
Swvl Brasil Tecnologia LTDA (ii)	Brazil	51%	-
Swvl Germany GmbH (formerly “Blitz B22-203 GmbH”) (iii)	Germany	100%	-	Holding company
Door2Door GmbH (iii)	Germany	100%	-	Providing a technology platform to enable passenger transportation
Volt Lines B.V. (iv)	Netherlands	100%	-	Holding company
Volt Lines Akilli Ulasim Teknolojileri ve Tasimacilik AS (iv)	Turkey	100%	-	Providing a technology platform to enable passenger transportation
Volt Lines MENA limited (iv)	UAE	100%	-
Urbvan mobility ltd.	Cayman entity	100%	-	Holding company
Urbvan intermediate holdings, llc.	Delaware, USA	100%	-	Holding company
Commute technologies s.a.p.i. de c.v.	Mexico	100%	-
Urbvan commute operations s.a.p.i. de c.v.	Mexico	100%	-	Providing a technology platform to enable passenger transportation
Ops transit mobility, s.a. de c.v.	Mexico	100%	-
ID vans, s.a.p.i. de c.v.	Mexico	100%	-
Admin mobility, s.a. de c.v.	Mexico	100%	-

	Argentina		Turkey
Price index identity	Consumer		Consumer
	price index		price index
		(Basis points)		(Basis points)
Price index level at 1 Jan 2022		605.0		763.2
Price index level at 30 September 2022		967.3		1120.6
Change in index		362.3		357.4

	·	the general population prefers to keep its wealth in non-monetary assets or in a relatively stable foreign currency;
	·	prices are quoted in a relatively stable foreign currency;
	·	sales or purchase price stake expected losses of purchasing power during a short credit period into account;
	·	interest rates, wages and prices are linked to a price index; and
	·	the cumulative inflation rate over three years is approaching, or exceeding, 100%.

		Years
Trade name		2
Customer list (B2B relationships)		8-11
Developed technology		5

8	Business combination and goodwill (continued)

(i)	Viapool (continued)

	Fair value recognized
	on acquisition
	USD
Assets
Intangible assets		5,530,000
Right of use asset		34,524
Property and equipment		45,170
Trade and other receivables		907,040
Cash and cash equivalents		332,005
		6,848,739
Liabilities
Interest-bearing loans		16,697
Trade and other payables		1,004,118
Lease liabilities		44,554
		1,065,369
Total identifiable net assets at fair value		5,783,370

Non-controlling interest measured at fair value		(2,833,851	)

Fair value of purchase consideration		4,400,000
Goodwill arising on acquisition		1,450,481

	Cash flow on
	acquisition
	USD
Net cash acquired with the subsidiary	(332,005	)
Cash consideration paid	1,000,000
Purchase consideration transferred	667,995

-	$1 million in cash, paid by the Group at closing date of the acquisition;
-	$0.5 million in the Parent Company shares payable at closing date. The number of shares to be issued will be determined based on the share price at the date of payment;
-	$2.4 million in cash, payable ten business days counted as from of 31 March 2022; and
-	Maximum of $0.5 million in cash, payable subject to achieving certain revenue level as outlined in the stock purchase agreement.

8	Business combination and goodwill (continued)

(ii)	Volt Lines (continued)

	Cash flow on
	acquisition
	USD
Net cash acquired with the subsidiary		(142,918	)
Cash consideration paid		-
Purchase consideration transferred		(142,918	)

-	$5 million in cash, payable by the Group within 6 months of the closing date;
-	1,400,000 of the Parent Company shares (fair valued at $6.5 million at agreement closing date), payable at closing; and
-	Maximum of 1,800,000 of the Parent Company shares (fair valued at $1.7 million at agreement closing date), payable subject to achieving certain revenue milestones as outlined in the sale and purchase agreement.

-	$0.87 million in cash, paid by the Group at closing date; and
-	$1.54 million, to be paid in shares of the Parent Company, within 6 months from initial listing of the shares of the Parent Company on NASDAQ, but no later than 9 months from closing date. The number of shares to be issued will be determined based on the share price at the date of payment. In addition, the Group has paid $0.2 million as acquisition cost.

8	Business combination and goodwill (continued)

(iv)	Urbvan (continued)

Fair value of purchase consideration			27,607,000
Goodwill arising on acquisition			12,583,769

	•	On the 16-month anniversary of the agreement closing date (“Forth Payment”), the Group shall make a share payment of 1,399,998 Class A Ordinary Shares, and cash payment equivalent to 14,677 Class A Ordinary Shares multiplied by the share market price on the Forth Payment date.
	•	On the 24-month anniversary of the agreement closing date (“Fifth Payment”), the Group shall make a share payment of 1,399,998 Class A Ordinary Shares, and cash payment equivalent to 14,677 Class A Ordinary Shares multiplied by the share market price on the Fifth Payment date.
	•	Maximum of 750,000 Class A Ordinary Shares, payable subject to achieving certain revenue level as outlined in the sales and purchase agreement.

	(Unaudited)
	At 30 September 2022
	Number of		Number of
	shares		shares
	authorized		outstanding
Class A Ordinary Shares		500,000,000		135,125,060
Preferred Shares		55,000,000		-
		555,000,000		135,125,060

	(Unaudited)					(Audited)
	For the nine-month period					For the year ended
	ended 30 September 2021					31 December 2021
	Average					Average
	exercise price					exercise price
	per share		Number of			per share		Number of
	option		options			option		options
	USD					USD
At 1 January		1.609		8,514,500			2.303		4,466,470
Issued during the year		0.187		140,422			1.700		5,849,416
Forfeited during the year		1.056		(262,733	)		2.008		(1,801,386	)
At the end of the period/year		1.595		8,392,189			1.609		8,514,500
Vested and exercisable		1.3589		4,975,668			1.230		3,575,348

Current	16,426,815	3,618,902
Non-current	543,375	-
	16,970,190	3,618,902

Disaggregated revenue information
	(Unaudited) For the				(Unaudited) For the nine-
	three-month period				month period ended 30
	ended 30 September				September
	2022		2021		2022		2021
	USD		USD		USD		USD
Business to customers – B2C		3,543,772		3,466,382		18,898,838		10,993,865
Business to business – SaaS		713,472		-		1,196,705		-
Business to business – TaaS		20,560,519		7,343,571		45,462,303		12,732,344
		21,273,991		7,343,571		46,659,008		12,732,344
		24,817,763		10,809,953		65,557,846		23,726,209

Revenue by geographical location
	(Unaudited) For the three-				(Unaudited) For the nine-
	month period ended 30				month period ended 30
	September				September
	2022		2021		2022		2021
	USD		USD		USD		USD
Egypt		10,793,740		6,931,905		29,879,548		16,884,771
Pakistan		3,543,772		3,135,292		13,260,410		5,542,618
Argentina		1,553,028		-		7,345,841		-
Jordan		1,607,886		125,850		3,258,908		211,594
Kenya		565,210		434,912		2,656,665		786,140
Kingdom of Saudi Arabia		426,965		145,158		2,432,531		169,984
Turkey		2,964,210		-		2,296,058		-
Others		3,362,952		36,836		4,427,885		131,102
		24,817,763		10,809,953		65,557,846		23,726,209

	(Unaudited) For the				(Unaudited) For the nine-
	three-month period ended				month period ended 30
	30 September				September
	2022		2021		2022		2021
	USD		USD		USD		USD
Salaries and other benefits		9,921,608		6,289,950		31,875,160		13,828,211
Severance payments (Note 15)		-		-		6,541,000		-
Share-based payments charges (Note 10)		3,172,147		5,656,590		3,429,240		27,954,642
Employee end of service benefits, net		133,434		38,103		715,494		231,502
		13,227,189		11,984,643		42,560,894		42,014,355

	(Unaudited) For the three-month				(Unaudited) For the nine-
	period ended 30 September				month period ended 30 September
	2022		2021		2022		2021
	USD		USD		USD		USD
Income tax benefit		49,092		990,795		672,857		2,684,535

	(Unaudited) For the three-month					(Unaudited) For the nine-month
	period ended 30 September					period ended 30 September
	2022		2021			2022			2021
	USD		USD			USD			USD
Earnings/(loss) attributable to ordinary shareholders		46,707,429		(31,690,831	)		(114,912,140	)		(112,378,232	)

Weighted average shares outstanding – basic		128,319,375		85,288,745			113,072,590			85,288,745

Weighted average shares outstanding – diluted		132,066,782		85,288,745			113,072,590			85,288,745

Earnings/(loss) per ordinary share – basic		0.36		(0.37	)		(1.02	)		(1.32	)

Earnings/(loss) per ordinary share – diluted		0.35		(0.37	)		(1.02	)		(1.32	)

	(Unaudited) For the nine-month period ended 30 September				(Unaudited) For the nine-month period ended 30 September
	2022		2021		2022		2021
	USD		USD		USD		USD
Short-term employee benefits		379,341		595,518		1,425,063		965,534
Provision for end-of-service benefits		268,844		34,129		391,594		76,141
Share-based payments		2,763,249		592,656		15,078,707		10,343,805
		3,411,434		1,222,303		16,895,364		11,385,480
No. of key management		7		7		7		7

	(Unaudited) At 30 September 2022		(Audited) At 31 December 2021
	USD		USD
Sister company
Routebox Technologies SL		73,344		84,039

Shareholders of Shotl Transportation SL
Camina Lab SL		282,136		323,338
Marfina SL		62,280		71,387
		344,416		394,725
		417,760		478,764