Exhibit 99.1 

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of financial position

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of financial position (continued)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of comprehensive income

The accompanying notes are an integral part of these condensed interim consolidated financial statements. 

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of comprehensive income (continued)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of changes in equity

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of cash flows

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statements of cash flows (continued)

Non-cash financing and investing activities:

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021

1       Establishment and operations

Swvl Holdings Corp (the “Parent Company”) (formerly known as “Pivotal Holdings Corp”) is a business company limited by shares incorporated under the laws of the British Virgin Islands and was registered on 23 July 2021. The registered office of the Company is at P.O. Box 173, Kingston Chambers, Road Town, Tortola, the British Virgin Islands.

The condensed interim consolidated financial statements as at and for the nine-month period ended 30 September 2022 consist of the Parent Company and its subsidiaries (together referred to as the “Group”). The Group’s principal head office is located in The Offices 4, One Central, Dubai World Trade Centre, Street 1, Dubai, United Arab Emirates.

Swvl Inc. was founded on 17 May 2017. Swvl Holdings Corp was incorporated as a direct wholly-owned subsidiary of Swvl Inc. As a result of various legal entity reorganization transactions undertaken in March 2022, Swvl Holdings Corp became the holding company of the Group, and the then-stockholders of Swvl Inc. became the stockholders of Swvl Holdings Corp. Swvl Inc. is the predecessor of Swvl Holdings Corp for financial reporting purposes.

The Group operates multimodal transportation networks in Egypt, Pakistan, Kenya, United Arab Emirates, Kingdom of Saudi Arabia, Jordan, Malaysia, Spain, Argentina, Chile, Germany, Turkey and Mexico that offer access to transportation options through the Group’s platform and mobile-based application. The Group uses leading technology, operational excellence and product expertise to operate transportation services on predetermined routes. The Group develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). The Group provides transportation services through contracting with other service providers (or transportation operators). Riders are collectively referred to as “end-user(s)” or “consumer(s)”. The drivers are referred to as “captain(s).”

Reverse recapitalization

On 28 July 2021, the Parent Company and Queen’s Gambit Growth Capital, a Cayman Islands exempted company with limited liability (the “SPAC”) listed on the Nasdaq Capital Market (“NASDAQ”), and certain other parties have entered into a definitive agreement for a business combination that would result in the Group becoming a publicly listed company upon completion of the aforementioned transaction.

On March 31, 2022 (the “Closing Date”), the Parent Company consummated the transactions contemplated by the Business Combination Agreement (the “Business Combination Agreement”), dated as of July 28, 2021, as amended, between Swvl Inc., Queen’s Gambit Growth Capital and other merger companies.

As a result of the mergers and the other transactions (the “Transaction”) contemplated by the Business Combination Agreement, the merged Queen’s Gambit Surviving Company and Swvl Inc. each became wholly owned subsidiaries of the Parent Company, and the securityholders of the SPAC and Swvl Inc. became securityholders of the Parent Company.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

1       Establishment and operations (continued)

Reverse recapitalization (continued)

The Parent Company’s Second Amended and Restated Memorandum and Articles of Association authorizes the issuance of up to 555,000,000 shares, consisting of (a) 500,000,000 Class A Ordinary Shares and (b) 55,000,000 preferred shares. All outstanding Class A Ordinary Shares are fully paid and non-assessable. To the extent they are issued, certificates representing Class A Ordinary Shares are issued in registered form. All options, regardless of grant dates, will entitle holders to an equivalent number of Class A Ordinary Shares once the vesting and exercising conditions are met.

Subsequent to the closing of the Transaction, there were 118,496,102 Class A Ordinary Shares with par value of $0.0001 per share that were outstanding and issued. There were also 17,433,333 Warrants outstanding, at the closing of the Transaction, each exercisable at $11.50 per one Class A Ordinary Share, of which 11,500,000 are public warrants (“Public Warrants”) listed on NASDAQ and 5,933,333 private placement warrants (“Private Warrants”) held by the Sponsor (Note 14).

Pursuant to the terms of the Business Combination Agreement, at the Closing Date, among other things, each shareholder of Swvl Inc.’s outstanding a) Common Shares A, b) Common Shares B and c) Class A, B, C, D and D-1 preferred shares received approximately 1,510 (“Conversion Ratio”) shares of the Parent Company’s common shares A and the contingent right to receive certain Earnout Shares (Note 13), for each share of the Company’s common shares, par value $0.0001 per share in exchange of original shares.

Concurrently at the Closing Date, each outstanding and unexercised option (vested or not) to purchase Swvl Inc.’s Common Shares, was converted to an option to purchase approximately 1,509.96 the Parent Company’s common Shares A and the contingent right to receive certain Earnout restricted Stock Units (“Earnout RSUs”) at an exercise price per option equal to (x) the exercise price per option divided by (y) the exchange ratio.

Considering the facts of the Business Combination Agreement, it was assumed that the quoted price of the Company’s Common Shares A inherently considers the impact of the contingently issuable Earnout Shares, and it was part of an equity transaction between parties to the Transaction.

In addition, pursuant to the terms of the Business Combination Agreement, at the Closing Date, each outstanding Queen’s Gambit Warrant was automatically assumed and converted into a new Warrant to acquire new Swvl’s Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Queen’s Gambit Warrants.

In connection with the consummated Business Combination Agreement, certain investors (“PIPE Investors”) completed a private placement of 12,188,711 Common Shares A of the Parent Company for an aggregate purchase price of $111.5 million, of which $71.8 million were automatically exchanged to shares representing exchangeable notes issued by Swvl Inc. to certain PIPE investors prior to the consummated Merger.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

1       Establishment and operations (continued)

Reverse recapitalization (continued)

Pursuant to the Business Combination Agreement, the SPAC does not meet the definition of a business under the guidance of IFRS 3, hence the Transaction was accounted for as a recapitalization in accordance with IFRS 2. Under this method of accounting, Queen's Gambit Growth Company is treated as the acquired company and Swvl Inc. is treated as the acquirer for financial statement reporting purposes. Swvl Inc. has been determined to be the accounting acquirer based on evaluation of the facts and circumstances of the business combination.

The following table summarizes the proceeds raised and issuance costs incurred related to the Business Combination on 30 March 2022:

1.1       Consolidated subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

In certain cases, the Group is required to have a resident as one of the shareholders besides the Parent Company to comply with local laws and regulations. However, in such cases, the Group continues to remain the economic beneficiary of the shareholding held by such resident shareholder and therefore is said to have a “beneficial ownership” of such non-controlling interests, except as indicated below.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

1       Establishment and operations (continued)

1.1       Consolidated subsidiaries (continued)

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

These condensed interim consolidated financial statements are for the nine-month periods ended 30 September 2022 and 2021 and are presented in United States Dollars (“USD” or “$”), which is the functional currency of the Parent Company. They have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’.

These condensed interim consolidated financial statements do not include all the information required in annual consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2021. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realize its assets and discharge its liabilities in the ordinary course of business. The Group had net losses of $ 115,584,997, which includes recapitalization cost of $139,609,424, for the nine-month period ended 30 September 2022 ($115,062,767 for the nine-month period ended 30 September 2021), accumulated losses of $ 328,511,187 as at 30 September 2022 ($216,066,255 as at 31 December 2021), negative working capital of $ 14,108,786 as at 30 September 2022 ($110,370,480 as at 31 December 2021) and negative operating cash flows of $ 100,843,579 for the nine-month period ended 30 September 2022 ($34,741,915 for the nine-month period ended 30 September 2021).

The Group has funded its operations primarily with proceeds from the issuance of Class A Ordinary Shares. On 31 March 2022, the Group received gross proceeds of $53.2 million and $111.5 million from the reverse recapitalization transaction and sale of shares to certain PIPE investors, respectively. During the period, the Group has received additional gross proceeds of $28 million through issuance of Class A Ordinary Shares. In addition, adopting the portfolio optimization plan will contribute to strengthening the Group’s financial position (Note 15).

Notwithstanding these results, management believes there are no events or conditions that give rise to doubt the ability of the Group to continue as a going concern for a period of twelve months after the preparation of the condensed interim consolidated financial statements. The assessment includes knowledge of the Group’s subsequent financial position, the estimated economic outlook and identified risks and uncertainties in relation thereto.

Management has performed a going concern assessment for a period of twelve months from the date of approval of these financial statements to assess whether conditions exist that raise substantial doubt regarding the Group’s ability to continue as a going concern. This assessment, when combined with additional funding expected to be received before year-end, indicates we have sufficient liquidity to fund our liabilities as they become due for the next twelve months.

While there is no assurance that additional funds are available on acceptable terms, management believes that they will be successful in raising the additional capital needed to execute our planned strategy and to meet working capital and capital expenditure requirements that may fall for the next twelve months after the preparation of the condensed interim consolidated financial statements. Based on this, management believes it remains appropriate to prepare these condensed interim consolidated financial statements on a going concern basis.

The onset of the Covid-19 pandemic during the first quarter of 2020 and the lockdowns introduced by governments across the Group’s markets have had an impact on the Group’s business. After initial disruption, the overall business performance started showing signs of recovery from the third quarter of 2020. The economic uncertainty caused by the Covid-19 pandemic and the extent to which the Covid-19 pandemic will continue to impact the Group’s business, operations and financial results, including the duration and magnitude of such effects, will depend on numerous unpredictable factors.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

Management has considered the effects of Covid-19 lockdowns along with other related events and conditions, and they have not hampered the Group’s ability to expand its scale of operations. While certain sectors were negatively impacted, the Group has raised investment during the nine-month period ended 30 September 2022 from the definitive agreements it has entered into (Note 1). Management has determined that Covid-19 does not create conditions that cast significant doubt

upon the Group’s ability to continue as a going concern. Accordingly, the condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Group is unable to continue as a going concern.

A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.

The accounting policies used for the condensed interim consolidated financial statements for the nine-month period ended 30 September 2022 are consistent with those used in the annual consolidated financial statements for the year ended 31 December 2021. The only exception is the accounting policy for the Group’s earnout liabilities and derivatives warrant liabilities recognized during the nine-month period ended 30 September 2022, as described below:

Earnout liabilities

Earnout liabilities are initially recognized at fair value at their inception, and subsequently at fair value at each reporting date. Valuation of shares earnout liability is measured using an appropriate valuation model which considers various factors such as the current trading stock price, equity volatility and cost of equity. The change in fair value of the earnout liabilities is recognized in the statement of profit or loss.

Derivative warrant liabilities

Warrants assumed in the Transaction give the holder the right, but not the obligation to subscribe to the Company’s Ordinary Shares at a fixed or determinable price for a specified period of five years. These instruments were part of the net assets acquired in the Transaction and, therefore, have applied the provisions of debt and equity classification under IAS 32.

Therefore, the warrants are accounted for as a financial liability (derivative liability) recognized at fair value upon the closing of the Transaction, and subsequently remeasured at fair value through profit and loss.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

The Group’s subsidiaries located in Argentina and Turkey (Note 1.1) are operating in hyperinflationary economies. Accordingly, the results, cash flows and financial position of those subsidiaries have been expressed in terms of the measuring unit current, at the end of the reporting period.

The price index identification and movement are indicated as below:

The Group recognized an amount of $ 5,440,645 for the nine-month period ended 30 September 2022 (Nil for the nine-month period ended 30 September 2021) as hyperinflation adjustment.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the nine-month period ended 30 September 2022 and 2021, including the key sources of estimation uncertainty, were the same as those applied in the Group’s annual consolidated financial statements for the year ended 31 December 2021, except for the accounting estimates described below:

The Group exercises significant judgement in determining the onset of hyperinflation in countries in which it operates and whether the functional currency of its subsidiaries is currency of a hyperinflationary economy.

Various characteristics of the economic environments of Argentina and Turkey (Note 1.1) are considered. These characteristics include, but are not limited to, whether:

Management exercises judgement as to when a restatement of the financial statements of a Group entity becomes necessary. Following management’s assessment, the Group’s subsidiaries in Argentina and Turkey have been accounted for as entities operating in hyperinflationary economies.

The results, cash flows and financial positions of such subsidiaries have been expressed in terms of the current measuring units at the reporting date. The inflation adjusted financial information, is stated in terms of current Argentinian Peso and Turkish Lira at the reporting date using the respective Consumer Price Index (CPI) for both countries as supplied by the National Institute of Statistics and Censuses of the Argentine Republic (INDEC) and the Turkish Statistical Institute, respectively. The general price indices used in adjusting the results, cash flows and the financial position of the subsidiaries is set out in Note 2.5.

The Group records tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting. Acquisition consideration typically includes cash payments and equity issued as consideration. In acquisitions where no consideration is transferred, goodwill is measured based on the fair value of the acquiree. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition inclusive of identifiable intangible assets. The estimated fair value of identifiable assets and liabilities, including intangibles, are based on valuations that use information and assumptions available to management. The Group allocates any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

Significant management judgments and assumptions are required in determining the fair value of assets acquired and liabilities assumed, particularly for acquired intangible assets, including estimated useful lives. The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows of the acquired business. Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant.

The Group capitalizes expenditures for the development of technology to the extent that it is expected to meet the criteria in accordance with IAS 38 Intangible Assets. The decision to capitalize is based on significant judgments made by management, including the technical feasibility of completing the intangible asset so that it will be available for use or sale and assumptions used to demonstrate that the asset will generate probable future economic benefits.

During the nine-month period ended 30 September 2022, development costs of $1.6 million (year ended 31 December 2021: Nil) were capitalized based on a model whereby a percentage is allocated to employee related expenses based on the time spent on the development of assets. All employee expenses included in this balance relate to employees in the product and engineering departments, and the percentage attributable varies dependent on the nature of the work performed and the type of asset being developed.

The carrying values of our long-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. If any indication exists, then the asset’s recoverable amount is estimated. Determining the recoverable amount is subjective and requires management to estimate future growth, profitability, discount and terminal growth rates, and project future cash flows, among other factors. Future events and changing market conditions may impact our assumptions as to prices, costs or other factors that may result in changes to our estimates of future cash flows.

If we conclude that a definite or indefinite long-lived intangible asset is impaired, we recognize a loss in an amount equal to the excess of the carrying value of the asset over its fair value at the date of impairment. The fair value at the date of the impairment becomes the new cost basis and will result in a lower depreciation expense than for periods before the asset’s impairment.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

The Group uses accounting estimates in measuring the fair value of its earnouts liabilities. The Group used a Monte Carlo simulation based on the frequency that each tranche vests to value the dilutive impact of per share. The assumptions used in the valuation are disclosed in Note 23.

The Group’s derivative liabilities related to its public and private warrants are measured using appropriate valuation method. Public warrants derivative liabilities was measured using Binomial lattice model while Black-Scholes Options Pricing Model (“BSOPM”) was used to value the private warrants. The assumptions used in the valuation are disclosed in Note 23.

Trade receivables are non-interest bearing and are generally on terms of up to 60 days. It is not the practice of the Group to obtain collateral over trade receivables and are therefore, unsecured.

Provision for expected credit losses for receivables consists of the following:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

The movement in provision for expected credit losses are as follows:

For the purpose of the cash flow statement, cash and cash equivalents comprise the following:

The property and equipment net book value consists of the following:

Total expense arising from depreciation on property and equipment recognized in the condensed interim consolidated statement of comprehensive income as part of general and administrative expense for the nine-month period ended 30 September 2022 was $318,394 ($119,731 for the nine-month period ended 30 September 2021).

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

Total expense arising from amortization of intangible assets recognized in the condensed interim consolidated statement of comprehensive income as part of general and administrative expense for the nine-month period ended 30 September 2022 was $1,847,158 (Nil for the nine-month period ended 30 September 2021).

Amortization is computed using the straight-line method based on the estimated useful lives of the assets as follows:

On 14 January 2022, the Group acquired a 51% controlling interest in Viapool Inc, (“Viapool”) a company incorporated under the laws of the U.S. State of Delaware, pursuant to the signed stock purchase agreement. Viapool is engaged in the development, implementation and commercialization of new mobility and transport systems, including different services and connecting travellers with buses and private cars in Argentina and Chile. This acquisition has been accounted for in accordance with IFRS 3 Business Combinations.

The Group incurred insignificant acquisition-related costs, which are not included as part of the consideration transferred and have been recognized as an expense in the condensed interim consolidated statement of profit or loss, as part of professional expenses.

The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Viapool at the date of acquisition are as follows:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

Purchase consideration is paid as follows:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

8       Business combination and goodwill (continued)

At 30 September 2022, the share payment mentioned above was still due for issuance.

Contribution of financial results to the Group

The acquired business contributed a loss of $4,002,105 for the period since the acquisition date to 30 September 2022.

(ii)       Volt Lines

On 25 May 2022, the Group acquired 100% of the shares of Volt Lines B.V. (“Volt Lines”), a company incorporated under the laws of the Netherlands, pursuant to the signed sale and purchase agreement. Volt Lines is engaged in the development, implementation and commercialization of new mobility and transport systems, including different services and connecting travellers with buses and private cars in Turkey. This acquisition has been accounted for in accordance with IFRS 3 Business Combinations.

The Group incurred insignificant acquisition-related costs, which are not included as part of consideration transferred and have been recognized as an expense in the condensed interim consolidated statement of profit or loss, as part of professional expenses.

The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Volt Lines at the date of acquisition are as follows:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

Purchase consideration is paid as follows:

At 30 September 2022, the share payment mentioned above was still due for issuance.

Contribution of financial results to the Group

The acquired business contributed a loss of $ 754,726 excluding gain from hyperinflation adjustment of $5,750,075 for the period since the acquisition date to 30 September 2022.

(iii)       Door2Door

On 3 June 2022, the Group acquired 100% of the shares of Door2Door GMBH (“Door2Door”), a company incorporated under the laws of Germany, pursuant to the signed sale and purchase agreement. Door2Door is a high-growth mobility operations platform that partners with municipalities, public transit operators, corporations, and automotive companies to optimize shared mobility solutions across Europe. This acquisition has been accounted for in accordance with IFRS 3 Business Combination.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

8       Business combination and goodwill (continued)

(iii)       Door2Door (continued)

The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Door2Door at the date of acquisition are as follows:

Purchase consideration is paid as follows:

At 30 September 2022, the share payment mentioned above was still due for issuance.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

8       Business combination and goodwill (continued)

(iii)       Door2Door (continued)

Contribution of financial results to the Group

The acquired business contributed a loss of $ 1,001,673 for the period since the acquisition date to 30 September 2022.

(iv)       Urbvan

On 11 July 2022, the Group acquired a 100% controlling interest in Urbvan Mobility Ltd, a company incorporated under the laws of Mexico, pursuant to the signed sale and purchase agreement. Urbvan is a high-growth mobility platform offering tech-enabled transportation services across Mexico. This acquisition has been accounted for in accordance with IFRS 3 Business Combination.

The Group incurred insignificant acquisition-related costs, which are not included as part of consideration transferred and have been recognized as an expense in the condensed interim consolidated statement of profit or loss, as part of professional expenses.

The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Urbvan at the date of acquisition are as follows:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

Purchase consideration is paid as follows:

At 30 September 2022, the share payment mentioned above was still due for issuance.

Contribution of financial results to the Group

The acquired business contributed a loss of $ 1,868,215 for the period since the acquisition date to 30 September 2022.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)
For the nine-month periods ended 30 September 2022 and 2021 (continued)

8       Business combination and goodwill (continued)

The Group’s total goodwill is summarized as per the table below:

9       Share capital

On 31 March 2022, the Parent Company’s common stock and warrants began trading on NASDAQ under the ticker symbols "SWVL" and “SWVLW,” respectively. The Parent Company is authorized to issue 555,000,000 shares, consisting of (a) 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share and (b) 55,000,000 preferred shares with a par value of $0.0001 per share.

Prior to the Transaction, Swvl Inc. had seven classes of authorized common stock, Swvl Inc.’s Common A shares, Common B shares, Class A shares, Class B shares, Class C shares, Class D shares and Class D-1 shares. As a result of the Transaction, each outstanding share of Swvl Inc. capital stock was converted into the right to receive newly issued shares of the Company’s Class A ordinary shares at the respective Conversion Ratio, and the contingent right to receive certain Earnout Shares (Note 13), for each share of the Parent Company’s common shares.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

9          Share capital (continued)        

Each Class A Ordinary share has a par value of $0.0001.

The below table summarized the number of shares and share capital outstanding during the period:

9.2     Share premium

The below table represents the components of share premium balance:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

10       Share-based compensation reserve

At 30 September 2022, the employee share-based compensation reserve balance was $40,358,763 (at 31 December 2021: $36,929,523).

Total charge arising from share-based payment transactions recognized in the consolidated statement of comprehensive income as part of employee benefit was $ 3,429,240 for the nine-month period ended 30 September 2022 (expense of $ 27,954,642 for the nine-month period ended 30 September 2021).

On 14 April 2022, the board of directors of the Parent Company passed a unanimous resolution to change the maximum number of share options that the Company is authorized to grant to its employees as identified by the management. This extension remains at similar terms with the original options, where 25% of the options vest annually from the issue date and are exercisable up to 10 years from the issue date.

The movement in share options and average exercise are as follows:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

The deferred purchase price is allocated between current and non-current liabilities as follows:

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

13       Earnouts liabilities

During the time period between the Closing Date and the five-year anniversary of the Closing Date (the “Earnout Period”), eligible Swvl Shareholders may receive up to 15 million additional shares of the Parent Company’s Common Shares A (the “Earnout Shares”) in the aggregate in three equal tranches of 5 million shares if the volume-weighted average closing sale price of our Common Stock is greater than or equal to $12.50, $15.00 and $17.50 for any 20 trading days within any 30 consecutive trading day period (“Trigger Events”) (or an earlier Change of Control event).

The Effective Time, which will be subject to potential forfeiture, and which will be able to be settled in Holdings Common Shares A upon the occurrence of the applicable Earnout Triggering Events (or an earlier Change of Control event).

14       Derivative warrant liabilities

Private and Public Warrants

Prior to the Transaction, the SPAC issued 17,433,333 warrants each exercisable at $11.50 per one Class A Ordinary Share, of which 11,500,000 are Public Warrants listed on NASDAQ and 5,933,333 Private Warrants held by the sponsor. Upon closing of the Transaction, the Parent Company assumed the Public Warrants and Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share.

The Public Warrants will expire 5 years after completion of the transaction. The Parent Company has the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Parent Company’s Class A ordinary shares equals or exceeds $18.00 per share.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

14       Derivative warrant liabilities (continued)

The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the ordinary shares issuable upon exercise of the Private Warrants, so long as they are held by the sponsor or its permitted transferees, (i) will not be redeemable by the Parent Company, (ii) may not be transferred, assigned or sold by the holders until 30 days after the completion of the Transaction, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

Series A and Series B Warrants

On 9 August 2022, the Group entered a private placement agreement (“Securities Purchase Agreement”) to sell Class A Ordinary Shares and Warrants to an investor for a total subscription amount of $20 million which are paid in full at the date of execution. In accordance with the terms of the Securities Purchase Agreement, the investor received 12,121,214 Series A Warrants exercisable within 5 years and 6,060,607 Series B Warrants exercisable within 2 years.

15       Portfolio optimization program

On 30 May 2022, the Group announced a portfolio optimization plan to turn cashflow positive in 2023, that puts more focus on profitability measures and cost efficiencies across the business. Adopting this plan resulted in a 32% headcount reduction. The first phase of the optimization was completed in the three-month period ended 30 September 2022. In these three months, gross profit was $3,387,798 ($3,275,066 gross loss in the three-month period ended 30 September 2021). Profit for the period was $46,707,429 ($31,690,831 loss in the three-month period ended 30 September 2021). The second phase of the optimization is being completed during the three-month period ending 31 December 2022.

During the nine-month period ended 30 September 2022, the Group has incurred a total of $6.54 million in severances and gratuity payments to its employees (Note 18).

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

16       Revenue

The Group derives its revenue principally from end-users who use the Group’s platform to access routes predetermined by the Group. Revenue for transport services represents the total amount of fees charged to the end user for these services, net of items as disclosed in the revenue reconciliation table below.

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited)

For the nine-month periods ended 30 September 2022 and 2021 (continued)

17       General and administrative expenses