Egypt’s Swvl Transfers Nasdaq Listing to Lower Exchange Amid Compliance Challenges

Mostafa Kandil, Egyptian CEO and founder of Swvl

Swvl Holdings Corp (“Swvl” or the “Company”) (Nasdaq: SWVL), a global provider of transformative tech-enabled mass transit solutions, announced today that it has received approval from the Nasdaq Stock Market to transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market. The trading on the Nasdaq Capital Market commenced on July 19, 2023, under Swvl’s current ticker symbols, “SWVL” and “SWVLW.” The move comes as the company seeks to address compliance challenges and ease the burden of stringent financial requirements and corporate governance standards.

Swvl

The Nasdaq Capital Market operates similarly to the Nasdaq Global Market, but it caters to smaller companies that may not meet the more rigorous listing criteria of its higher-tier counterpart. This shift allows Swvl to align with a platform that accommodates businesses in earlier stages of development and with lower market capitalization, making it more accessible for companies navigating their growth phases.

read also SWVL Adds Chairman of Egypt’s New Capital City and Top US Investor to Address Compliance Breach

Furthermore, Nasdaq has granted Swvl an exception in connection with the delayed filing of its Annual Report on Form 20-F for the year ended December 31, 2022. The company now has until October 30, 2023, to file its 2022 20-F and regain compliance with the listing rules. This move offers a lifeline for Swvl to resolve its compliance concerns and focus on enhancing its operations.

Swvl, known for its global provision of transformative tech-enabled mass transit solutions, offers various transportation services, including intercity, intracity, B2B, and B2G transportation. Their platform provides semi-private alternatives to public transportation, catering to individuals who lack access to or cannot afford private options. By facilitating parallel mass transit systems, Swvl empowers individuals to travel efficiently, safely, and environmentally friendly, giving them the freedom to travel whenever and wherever they desire.

Customers can easily book their rides through Swvl’s proprietary app, which offers various payment options and access to high-quality private buses and vans. With a vision of making mobility accessible and convenient, Swvl’s innovative solutions have garnered attention and patronage from individuals seeking reliable transportation alternatives.

read also Why Nigerian Mobility Startup Motor Africa Has Diversified Into Lending

In the past, Swvl listed on the Nasdaq Global Market, which, unlike the Nasdaq Capital Market, is reserved for larger and more established corporations that meet higher financial standards and possess a larger market capitalization. By moving to the Nasdaq Capital Market, Swvl aims to alleviate the burden of compliance and align its listing with a platform that better suits its growth trajectory and business stage.

The primary differences between the two listing platforms include:

Nasdaq Capital Market:

  • Lower tier of the Nasdaq Stock Market.
  • Intended for smaller companies that do not meet the stringent requirements of the Nasdaq Global Market.
  • Typically includes businesses with lower market capitalization and earlier stages of development.
  • Listing requirements are slightly less strict, making it more accessible to smaller enterprises.

Nasdaq Global Market:

  • Higher tier of the Nasdaq Stock Market.
  • Designed for larger and more established companies meeting higher financial standards and possessing a larger market capitalization.
  • Listing requirements are more stringent, making it more exclusive and suitable for larger corporations.

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert. 
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard

Nasdaq Issues Second Removal Warning to Egyptian Transport Disruptor SWVL in Just 5 Months

Swvl Holdings Corp, an Egypt-born provider of tech-enabled mass transit solutions, has again received a notice from The Nasdaq Stock Market stating that it is not in compliance with Listing Rule 5450(b)(2)©, which requires companies listed on the Nasdaq Global Market to maintain a minimum market value of publicly held shares of $15,000,000. 

The company has until September 25, 2023, to regain compliance by ensuring that the minimum market value of publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days prior to the Compliance Date. Failure to do so would result in delisting, which could lead to a loss of confidence among investors.

On November 4, 2022, Swvl first received a notice from NASDAQ that it was not in compliance with Listing Rule 5450(b)(2)©. This was due to the company’s shares trading for more than 30 straight days below $1.

read also SWVL Lays Off More Staff As It Risks Nasdaq Delisting

When SWVL received its first removal warning from Nasdaq in November 2022, the company responded by approving a reverse stock split of its Class A ordinary shares. This split was approved by the company’s Board of Directors at a ratio of one-for-25, which meant that every 25 issued shares would be combined into one share with a par value of $0.0025 each. The company also restated its articles of association and revised them to reflect the reverse share split, which did not require any shareholder permission according to the British Virgin Island’s Business Companies Act, where SWVL was registered

The reverse share split took effect on January 25, 2023, after which SWVL’s ordinary shares started trading on the Nasdaq Global Market on a split-adjusted basis from January 26, 2023.

Swvl provides intercity, intracity, B2B, and B2G transportation services, offering semi-private alternatives to public transportation for individuals who cannot afford private options. The company’s parallel mass transit systems aim to make mobility safer, more efficient, accessible, and environmentally friendly. Customers can book their rides using a proprietary app with various payment options and access to high-quality private buses and vans.

Swvl transport Nasdaq
SWVL co-founders. Sources: SWVL

The notice from Nasdaq is a significant development for Swvl, as failure to regain compliance with the minimum market value requirement could lead to delisting and a loss of confidence among investors. While the company has 180 days to regain compliance, it will need to take prompt action to address the issue.

read also Why Is Egypt’s Leading Telco Freezing Customers’ Mobile Money Accounts, All Of A Sudden?

Swvl has stated that it intends to actively monitor its minimum market value of listed securities and may consider implementing available options to regain compliance. The company may also choose to transfer the listing of its ordinary shares to The Nasdaq Capital Market. However, there is no assurance that the company will be able to regain compliance or maintain compliance with any other listing requirements.

When securities are delisted from an exchange, it means that they are no longer available for trading on that particular exchange. This typically occurs when a company fails to meet the listing requirements or violates the exchange’s rules and regulations. Delisting can also occur voluntarily, when a company decides to move to a different exchange or go private. Once a security is delisted, it can still be traded over-the-counter, but liquidity may be reduced, and investors may face difficulty finding buyers or sellers. Additionally, delisting can have negative implications for a company’s reputation and investor confidence.

Swvl transport Nasdaq Swvl transport Nasdaq

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert. 
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard

Here’s Why Egyptian Transport Startup SWVL Again Risks Being Delisted From Nasdaq, Even After Meeting Requirements

Mostafa Kandil, co-founder, SWvl

A transport startup founded in Egypt, Swvl Holdings Corp (SWVL) (Nasdaq: SWVL), is presently in risk of having its shares removed from Nasdaq, one of the top American stock exchanges. The share price of SWVL is presently $1.58, down from the price of $3.85 it reached on January 25, 2023, when the company’s share consolidation plan — under which each of the company’s 25 issued Ordinary Shares was consolidated into one Share — went into effect.

On November 4, 2022, SWVL received a notice from NASDAQ outlining compliance issues as a result of the company’s shares trading for more than 30 straight days below $1.

Mostafa Kandil, co-founder, SWvl
Mostafa Kandil, co-founder, SWvl

Nasdaq Rule 5450(a)(1) hinted that SWVL had failed to maintain its listing on the exchange because the closing bid price for its Class A ordinary shares (the “Ordinary Shares”) had been below $1.00 per share for the past 30 consecutive business days. As a result, the company was in the risk of being delisted.

Read also SWVL Lays Off More Staff As It Risks Nasdaq Delisting

With a SPAC merger with Queen’s Gambit Growth Capital and an initial offer price of $9.95 per share, SWVL went public on the US NASDAQ in March of this year. The corporation was worth $1.5 billion at the time. However the firm struggled to maintain its original share price after failing to turn a profit in any of its markets. The company’s worth plummeted from $1.5 billion to $53 million in just six months after its first public offering (IPO), a fall of about 95% in share price.

Yet, SWVL also revealed in October 2022 that operations in 50% of the markets it served in August 2022 either became EBITDA positive or broke even.

“The drop in the company’s valuation is no flash in the pan, considering that revenues are not going up,” said Ayamn Khalaf, a financial markers technical analyst.

“Similar to other tech companies, a state of lingering high inflation coupled with a slowdown in venture capital has complicated the situation for SWVL. But, I think the model itself is not working well for the startup. To cope with losses, they had to raise their prices. So for users in Egypt for example, the model is poorly suited for their needs and no longer a viable alternative for public transport. This has resulted in a fall in its customer base and thereby revenues. Besides, It has not been strongly validated in some of the markers they expanded to,” he added.

Charles Rapulu Udoh

Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert. 
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard