A.[Reserved]
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
Our business faces significant risks. You should carefully consider the risks described below, together with all other information in this Annual Report. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. If any of these risks actually occurs, our business and financial condition could suffer, and the price of our Securities could decline. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this Annual Report and our other filings made with the U.S. Securities and Exchange Commission (the “SEC”). See “Cautionary Note Regarding Forward-Looking Statements” above.
Summary Risk Factors
The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 3D. of this Annual Report and the other reports and documents filed by us with the SEC.
Risks Related to Our Business, Industry, Operations and Financial Condition
● Our limited operating history and evolving business make it particularly difficult to evaluate our prospects and the risks and challenges we may encounter;
● We face competition and could lose market share to competitors, which could adversely affect our business, financial condition and operating results. If we cannot successfully compete with new or existing technologies, products and services, our marketing and sales will suffer, and we may not be profitable;
● The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and operating results could be adversely affected;
● If we fail to cost-effectively attract and retain qualified drivers to use our platform, or to increase utilization of our platform by existing drivers using our platform, our business, financial condition and operating results could be harmed;
3
Table of Contents
● If we fail to cost-effectively attract and retain new corporate customers, our business, financial condition and operating results could be harmed;
● We rely on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and operating results could be adversely affected;
● Our reputation, brand and the network effects among the drivers and riders using our platform are important to our success, and if we are not able to maintain and continue developing our reputation, brand and network effects, our business, financial condition and operating results could be adversely affected, and the recent market exits might impact the reputation and brand for us in the markets they operated in with their original brand name and was exited later;
● Our company culture has contributed to our success and if we cannot maintain this culture as it grows, our business, financial condition and operating results could be harmed;
● Our growth strategy will subject us to additional costs, compliance requirements and risks, and our plans may not be successful;
● We have not historically maintained insurance coverage for our operations. We may not be able to mitigate the risks facing our business and could incur significant uninsured losses, which could adversely affect our business, financial condition and operating results;
● There is no guarantee that we will be able to generate the revenue necessary to support our cost structure or obtain the level of financing necessary for our operations;
● Changes to our pricing could adversely affect our ability to attract or retain qualified drivers and riders to use our platform;
● Any actual or perceived security or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition and operating results. We have previously experienced a data breach that resulted in the exposure of customer information;
● If we fail to effectively predict rider demand and set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using our platform, our business, financial condition and operating results could be affected;
● If we are not able to successfully develop new offerings on our platform and enhance our existing offerings, our business, financial condition and operating results could be adversely affected;
● Our metrics and estimates, including the key metrics included in this Annual Report, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business, financial condition and operating results;
● Any failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition, and operating results; and
● Systems failures and resulting interruptions in the availability of our website, applications, platform, or offerings could adversely affect our business, financial condition, and operating results.
Risks Related to Regulatory, Legal and Tax Factors Affecting our Business
● Uncertainties with respect to the legal systems in the jurisdictions in which we operate, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect our business, financial condition and operating results;
● As we expand our offerings, we may become subject to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect our business, financial condition, and operating results;
4
Table of Contents
● Failure to protect or enforce our intellectual property rights could harm our business, financial condition and operating results;
● Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business, financial condition and operating results;
● Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect our business;
● The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Our business would be adversely affected if the drivers using our platform were classified as employee; and
● We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased, and are likely to continue to increase, both our costs and the risk of non-compliance.
Risks Related to Our Status as a Public Company and Ownership of our Ordinary Shares and Warrants
● Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our Ordinary Shares, negatively impact the price of our Ordinary Shares and negatively impact our ability to raise additional capital;
● Our management team has limited experience managing a public company, which may result in difficulty adequately operating and growing our business;
● We have identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Ordinary Shares; and
● We are an “emerging growth company”, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Securities less attractive to investors.
Risks Related to Our Business, Industry, Operations and Financial Condition
Our limited operating history and evolving business make it particularly difficult to evaluate our prospects and the risks and challenges we may encounter.
While we have primarily focused on mass transit ridesharing services since we launched in 2017, our business continues to evolve. Beginning in 2020, we reevaluated and adjusted our pricing methodologies and expanded our business offerings to include transport as a service (“TaaS”) and afterwards, software as a service (“SaaS”). While it is difficult to evaluate the prospects and risks of any business, our relatively new and evolving business makes it particularly difficult to assess our prospects and the risks and challenges it may encounter. Risks and challenges we have faced or expect to face include our ability to:
● forecast our revenue and budget for and manage expenses;
● attract new qualified drivers and new riders to use our platform and have existing qualified drivers and riders continue to use our platform in a cost-effective manner;
● comply with existing or developing and new or modified laws and regulations applicable to our business and the data we process, including in jurisdictions where such regulations may still be developing or changing rapidly;
● plan for and manage expenditures for our current and future offerings, including expenses relating to our growth strategy;
● deploy and ensure utilization of the vehicles operating on our platform;
● anticipate and respond to macroeconomic changes and changes in the markets in which we operate;
● maintain and enhance the value of our reputation and brand;
5
Table of Contents
● effectively manage our growth and business operations;
● successfully expand our geographic reach;
● successfully expand our TaaS and SaaS business;
● hire, integrate and retain talented personnel; and
● successfully develop new platform features and offerings to enhance the experience of riders, drivers and corporate customers (as well as schools and municipalities).
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and operating results could be adversely affected. Further, because we have limited historical financial data, operates in a rapidly evolving market and its growth strategy is premised on international expansion, including potentially in the United States (“U.S.”), any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. If our assumptions regarding these risks and uncertainties, which we use to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, our operating results could differ materially from our expectations and our business, financial condition and operating results could be adversely affected.
We operate in an evolving industry and, as a result, our past results may not be indicative of future operating performance.
We operate in a rapidly evolving industry that may not develop in a manner favorable to our business. Therefore, it may be difficult to assess our future performance. You should consider our business and prospects in light of the risks and difficulties we may encounter.
Our future success will depend in large part upon our ability to, inter alia:
● compete effectively against existing and new competition entering the market;
● anticipate and respond to macroeconomic changes and in the markets we operate in;
● effectively manage our growth while sustaining expenditures;
● attract and retain the right talent at all levels of our organization;
● maintain the quality of our technology infrastructure; and
● innovate and continue to develop products that are needed by the customers we serve.
We face competition and could lose market share to competitors, which could adversely affect our business, financial condition and operating results. If we cannot successfully compete with new or existing technologies, products and services, our marketing and sales will suffer, and we may not be profitable.
We believe that our principal competition for ridership is public transportation services and private bus companies. Our business model is premised in part on promoting the safety, efficiency and convenience of its offerings to convert public transportation users into riders on our platform. While we have previously been successful in attracting and retaining new riders, public transportation is often available at a lower price and with a greater variety of routes than the rides we offer. In addition, public transportation operators in our markets may in the future make improvements or implement measures to enhance the safety, efficiency and convenience of their networks. If current and potential riders do not view the advantages of our platform as outweighing the difference in price, or if the successful introduction of such improvements or measures weakens the competitive advantages of our offerings, we may be unable to retain existing riders or attract new riders and its business, financial condition and operating results may be adversely affected.
6
Table of Contents
We also face competition from other traditional transportation companies in regard of their business-to-business (“B2B”) offerings in addition to other ridesharing companies and car hire and taxi companies. The ridesharing market in particular is intensely competitive and is characterized by rapid changes in technology, shifting rider needs and preferences and frequent introductions of new services and offerings. We expect competition to increase, both from existing competitors and new entrants in the markets in which we operate or plan to operate, and such competitors may be well-established and enjoy greater resources or other strategic advantages. If we are unable to anticipate or successfully react to these competitive challenges in a timely manner, our competitive position could weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business, financial condition and operating results.
Certain of our current and potential competitors have greater financial, technical, marketing, research and development and other resources, greater name recognition, longer operating histories or a larger global user base than we do. Such competitors may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices in certain markets than we do, which could adversely affect our business, financial condition and operating results. These and other factors may allow our competitors to derive greater revenue and profits from their existing user bases, attract and retain qualified drivers and riders at lower costs or respond more quickly to new and emerging technologies and trends. Current and potential competitors may also establish cooperative or strategic relationships, or consolidate, amongst themselves or with third parties that may further enhance their resources and offerings.
We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:
● the popularity, utility, ease of use, performance and reliability of our offerings;
● our reputation, including the perceived safety of our platform, and brand strength;
● our pricing models and the prices of our offerings;
● our ability to attract and retain qualified drivers and riders to use our platform;
● our ability to develop new offerings, including the expansion of our TaaS and SaaS business;
● our ability to continue leveraging and enhancing our data analytics capabilities;
● our ability to establish and maintain relationships with strategic partners and third-party service providers;
● our ability to deploy and ensure utilization of the vehicles operating on our platform;
● changes mandated by, or that we elect to make to address, legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;
● our ability to attract, retain and motivate talented employees;
● our ability to raise additional capital as needed; and
● acquisitions or consolidation within our industry.
If we are unable to compete successfully, our business, financial condition and operating results could be adversely affected.
We may be unable to keep pace with changes in technology as our business and market strategy evolves.
We will need to respond to technological advances in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological changes. If we will be unable to respond successfully to technological advance, we may lose our competitive advantage, which could adversely affect our business.
If we fail to offer high-quality customer support, our business and reputation may suffer.
High-quality customer support is important for the successful retention of existing customers. Providing this support requires that our support personnel have specific knowledge and expertise of our products, services and markets, and that we continuously evaluate our customer support services, technologies and processes. The importance of high-quality customer support will increase as we expand our business and pursue new customers. If we do not provide effective and timely ongoing support, our ability to retain existing customers may suffer, and our reputation with existing or potential customers may be harmed, which would have a material adverse effect on our business, results of operations, financial condition and prospects.
7
Table of Contents
The mass transit ridesharing market is still in relatively early stages of growth and if the market does not continue to grow, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and operating results could be adversely affected.
The mass transit ridesharing market is still relatively new, and it is uncertain to what extent market acceptance will continue to grow and at what pace. Our success depends to a substantial extent on the willingness of people to widely adopt mass transit ridesharing. If the public does not perceive our offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability or for other reasons, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect. Any of the foregoing risks and challenges could adversely affect our business, financial condition and operating results.
If we fail to cost-effectively attract and retain qualified drivers to use our platform, or to increase utilization of our platform by existing drivers using our platform, our business, financial condition and operating results could be harmed.
Our continued growth depends in part on our ability to cost-effectively attract and retain qualified drivers who satisfy our screening criteria and procedures to use our platform and to increase utilization of our platform by existing drivers.
To attract and retain qualified drivers to use our platform, we have, among other things, offered bonus payments and other incentives to high-performing drivers. If we do not continue to provide drivers with compelling opportunities to earn income and other incentive programs for using our platform, or if drivers become dissatisfied with our requirements for drivers to use our platform, we may fail to attract new drivers to use our platform, retain current drivers to use our platform or increase their utilization of our platform, or we may experience complaints, negative publicity, or services disruptions that could adversely affect our users and our business.
The incentives we provide to attract drivers could fail to attract and retain qualified drivers to use our platform or fail to increase utilization of our platform by existing drivers or could have other unintended adverse consequences. In addition, changes in certain laws and regulations, labor and employment laws, licensing requirements or background check requirements, may result in a shift or decrease in the pool of qualified drivers, which may result in increased competition for the services of qualified drivers or higher costs of recruitment, operation and retention with respect to drivers providing services through our platform. Other factors outside of our control, such as concerns about public and/or personal health and safety, or concerns about the availability of government or other assistance programs if drivers continue to drive using our platform, may also reduce the number of drivers available through our platform or utilization of our platform by drivers, or impact our ability to attract new drivers to use our platform. If we fail to attract qualified drivers to use its platform on favorable terms, fail to increase utilization of our platform by existing drivers or loses qualified drivers using its platform to competitors, we may not be able to meet the demand of riders, including maintaining competitive prices for riders, and our business, financial condition and operating results could be adversely affected.
If we fail to cost-effectively attract and retain new corporate customers, our business, financial condition and operating results could be harmed.
Our success depends, in part, on our ability to cost-effectively attract and retain new corporate customers. Companies have a variety of options for employee transportation, such as public transit, traditional shuttle services or employee car allowances. Corporate transportation may also evolve due to factors such as cost considerations, employee well-being initiatives, sustainability goals and shift in workplace policies.
To expand our corporate customer base, we must appeal to businesses through our brand awareness, reputation for reliability, cost-effectiveness and employee safety and satisfaction. We believe that our core technologies, which enable us to reduce cost and increase safety, compared to other means of transportation have been a key in increasing adoption among companies, and retaining them.
We rely on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and operating results could be adversely affected.
Our success depends in part on the continued service of our co-founder and Chief Executive Officer, senior management team, key technical employees and other highly skilled personnel, and on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult to find suitable replacements on a timely basis, on competitive terms, or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.
8
Table of Contents
We face intense competition for highly skilled personnel. To attract and retain top talent, we had to offer, and we believe we need to continue to offer, competitive compensation and benefits packages. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity or equity awards declines or if we are unable to provide competitive compensation packages, our ability to attract and retain highly qualified personnel may be adversely affected and we may experience increased attrition. We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train and integrate such employees, and we may never realize returns on these investments. If we are unable to effectively manage its hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect our business, financial condition and operating results.
Our reputation, brand and the network effects among the drivers and riders using our platform are important to our success, and if we are not able to maintain and continue developing our reputation, brand and network effects, our business, financial condition and operating results could be adversely affected, and the recent market exits might impact the reputation and brand for us in the markets they operated in with their original brand name and was exited later.
We believe that building a strong reputation and brand as a safe, reliable and affordable platform and continuing to increase the strength of the network effects among the drivers and riders using our platform (i.e., the advantages that derive from having more drivers and riders using our platform) are critical to our ability to attract and retain qualified drivers and riders. The successful development of our reputation, brand and network effects depends on a number of factors, many of which are outside our control. Negative perception of us or our platform may harm our reputation, brand and network effects, including as a result of:
● complaints or negative publicity about us or drivers or riders on our platform, our offerings or our policies and guidelines, including our practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents;
● illegal, negligent, reckless or otherwise inappropriate behavior by drivers, riders or third parties;
● failure to offer riders competitive pricing and convenient service;
● failure to provide the range of routes, Dynamic Routing (as defined below), and ride types sought by riders;
● actual or perceived inaccuracies in demand prediction and other defects or errors in our platform;
● actual or perceived disruptions in our platform, site outages, payment disruptions or other incidents that impact the reliability of our offerings;
● failure to protect our customer personal data, or other privacy or data security breaches;
● litigation involving, or investigations by regulators into, our business;
● users’ lack of awareness of, or compliance with, our policies;
● our policies or changes thereto that users or others perceive as overly restrictive, unclear or inconsistent with our values or mission or that are not clearly articulated;
● a failure to enforce our policies in a manner that users perceive as effective, fair and transparent;
● a failure to operate our business in a way that is consistent with our stated values and mission;
● inadequate or unsatisfactory user support service experiences;
● illegal or otherwise inappropriate behavior by our management team or other employees or contractors;
● negative responses by drivers or riders to new offerings on our platform;
9
Table of Contents
● a failure to balance the interests of driver and riders;
● accidents or other negative incidents involving the use of our platform;
● perception of our treatment of employees or contractors and our response to employee sentiment related to political or social causes or actions of management;
● political or social policies or activities; or
● any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or its industry as a whole.
If we do not successfully maintain and develop our brand, reputation and network effects and successfully differentiate our offerings from the offerings of competitors, our business may not grow, we may not be able to compete effectively and we could lose existing qualified drivers or existing riders or fail to attract new qualified drivers or new riders to use our platform, any of which could adversely affect our business, financial condition and operating results.
Our Company’s culture has contributed to our success and if we cannot maintain this culture as it grows, our business, financial condition and operating results could be harmed.
We believe that our culture, which promotes proactivity, taking ownership and putting riders and drivers first has been critical to its success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:
● failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission;
● our rapid growth strategy, which involves increasing the size and geographic dispersion of our workforce;
● shelter-in-place orders in certain jurisdictions where we operate that have required many of our employees to work remotely, as well as return to work arrangements and workplace strategies;
● the inability to achieve adherence to our internal policies and core values, including our diversity, equity and inclusion practices;
● competitive pressures to move in directions that may divert us from our mission, vision and values;
● the continued challenges of the rapidly evolving mass-transit ridesharing industry;
● the increasing need to develop expertise in new areas of business and operate across borders;
● potential negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and
● the integration of new personnel and businesses from potential acquisitions.
If we are not able to maintain our corporate culture, our business, financial condition and operating results could be adversely affected.
Our growth strategy will subject us to additional costs, compliance requirements and risks, and our plans may not be successful.
We intend to pursue steady growth strategy to expand our operations into new international markets, including potentially in the U.S. and other Gulf Corporation Council countries (“GCC”) such as Qatar. Our growth strategy for 2026 focuses on growth with keeping expansion cost in balance, as well as keeping a lot of operation functions centralized in cost-effective markets to help with cost management, in line with how it operated in 2025.
10
Table of Contents
We implemented a rapid growth strategy in the first half of 2022, acquiring multiple entities to expand operations into new international markets. We aimed to expand our B2C (as defined below) offerings in countries in the Middle East and Latin America, and to introduce Business offerings in countries in Latin America, Western Europe and Southeast Asia. Operating in a large number of countries requires significant attention of our management to oversee operations over a broad geographic area with varying legal and regulatory environments, competitive dynamics and cultural norms and customs and places significant burdens on our operations, engineering, finance and legal and compliance functions. During 2022 and 2023, we have discontinued several operations and markets, and decided to continue our operations in Egypt, Kingdom of Saudi Arabia (“KSA”) and the United Arab Emirates (“UAE”). In June 2025, we expanded by launching operations in the United Kingdom (“UK”), and in January 2026, by launching operations in Kuwait. We incurred significant operating expenses as a result of our international presence and our expansion plans were subject to a variety of challenges, including:
● recruitment and retention of talented and capable employees in foreign countries while maintaining our company culture in each of its markets;
● competition from local incumbents with existing knowledge of local markets that may market and operate more effectively and may enjoy greater local affinity or awareness;
● differing rider and driver demand dynamics, which may make our offerings less successful;
● the need to adapt to new markets, including the need to localize our offerings and marketing efforts to the preferences of local riders and drivers;
● public health concerns or emergencies, including global pandemics, highly communicable diseases or viruses;
● compliance with varying laws and regulatory standards, including with respect to data privacy, cybersecurity, tax, trade compliance, environmental and other vehicle standards and local regulatory restrictions;
● the risk that local laws and business practices favor local competitors;
● compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and similar laws in other jurisdictions;
● obtaining any required government approvals, licenses or other authorizations;
● varying levels of Internet and mobile technology adoption and infrastructure;
● currency exchange restrictions or costs and exchange rate fluctuations;
● political, economic, or social instability, which may cause disruptions to our business;
● operating in jurisdictions with reduced, nonexistent or unenforceable protection for intellectual property rights or where we do not have registered intellectual property rights in its brand and/or technology; and
● limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.
Our limited experience in operating our business in multiple countries increases the risk that any potential expansion efforts that we may undertake will not be successful and that historically led to us exiting certain markets we were operating in due to difficulties in those markets and the funding available to maintain operation and growth. We intend to invest substantial time and resources to expand our operations internationally. As a result, if we are unable to manage these risks effectively, our business, financial condition and operating results could be adversely affected.
11
Table of Contents
If we fail to effectively manage our growth and optimize our organizational structure, our business, financial condition and operating results could be adversely affected.
Since our launch in 2017, we have experienced rapid growth in our business, revenues and the number of users on our platform. We expect this growth to be slower than prior periods, focusing on profitability of the new expansions or growth in existing markets given the current market conditions which increase the cost of capital to support growth activities.
This growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. The steps we take to manage our business operations, including policies for employees, and to align our operations with our strategies for growth, may adversely affect our reputation and brand and our ability to recruit, retain and motivate highly skilled personnel.
Our ability to manage growth and business operations effectively and to integrate new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, then our reputation, brand, business, financial condition and operating results could be adversely affected.
We have not historically maintained insurance coverage for our operations. We may not be able to mitigate the risks facing our business and could incur significant uninsured losses, which could adversely affect our business, financial condition and operating results.
We do not currently maintain any insurance policies to cover general business liabilities, business interruptions, crime, losses of key personnel or security breaches and incidents relating to our network systems or operations. As a result, any losses arising from or relating to, among other things, personal injury, property damage, labor and employment disputes, commercial disputes, fraudulent transactions or other criminal activity, business interruptions, noncompliance with applicable laws and regulations, infringement or misappropriation of intellectual property or security or privacy breaches, or the successful assertion of one or more claims against or related to any of the foregoing, could require us to service such losses or claims using internal resources, which would have an adverse effect on our business, financial condition and operating results.
Our business depends on insurance coverage which is independently required to be maintained by the drivers using its platform.
We are in the process of obtaining coverage for general business liabilities and cyber insurance. We are also evaluating whether other types of insurance coverage may be appropriate for our business, such as transportation network company insurance. Nevertheless, we may not obtain enough insurance to adequately mitigate the operations-related risks we face, and some operations-related risks may not be covered at all. We may have to pay high premiums, self-insured retentions or deductibles for the coverage we do obtain. We may also be unable to obtain cyber insurance coverage in certain countries at commercially reasonable rates or at all, and it may experience losses as a result. Additionally, if any of our insurance providers becomes insolvent, such providers could be unable to pay any operations-related claims that we make. Certain losses may be excluded from insurance coverage.
We maintain and provides medical insurance for all drivers and riders using our platform only in Egypt. To do so, we rely on a limited number of third-party insurance service providers to service-related claims. If any of our third-party insurance service providers fails to service claims to our expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner unfavorable to drivers, riders or to us, we cannot guarantee that we would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all. If we cannot find alternate third-party insurance service providers on acceptable terms, we may incur additional expenses related to servicing such ride-related claims using internal resources.
Insurance providers have raised premiums and deductibles for many types of claims, coverages and for a variety of commercial risk and are likely to do so in the future. As a result, our insurance and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when policies are renewed or replaced to manage pricing pressure. Our business, financial condition and operating results could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages or (vi) an insurance policy is cancelled or not renewed.
12
Table of Contents
There is no guarantee that we will be able to generate the revenue necessary to support our cost structure or obtain the level of financing necessary for our operations.
In the fiscal year ended December 31, 2025 (“FY 2025”), we generated profit for the year of $1.47 million while reducing the negative cashflow from operations to $2.14 million. During the fiscal year ended December 31, 2024 (“FY 2024”), we incurred losses for the year of $9.61 million while reducing the negative cashflow from operations to $3.29 million. We have funded our operations to date mainly through working capital cycles and external fundraising.
In FY 2024 we revised our capital structure to be funded through working capital and cashflows generated from operations. We have also secured a working capital line to ensure that there is continuity of funds available for the Egyptian market if needed. Our current markets are profitable and generate sufficient cash flows for our day to day operations, however, we and our subsidiaries (together, the “Group”) have incurred losses and negative cashflows on account of our corporate expenses and listing costs.
We monitor our cash flow projections on a current basis and take active measures to accelerate the working capital cycle. However, these cash flow projections are subject to various uncertainties concerning their fulfilment such as the ability to increase revenues by attracting and expanding its customer base or reducing cost structure. If we will not succeed in generating sufficient cash flow or completing additional financing, then it will need to continue our cost reduction plan that has been started. Our transition to profitable operations is dependent on generating a level of revenue adequate to support our cost structure. We expect to fund operations using cash on hand, through operational cash flows and raising additional proceeds. There are no assurances, however, we will be able to generate the revenue necessary to support our cost structure or that we will be successful in obtaining the level of financing necessary for its operations.
An inability to generate positive cash flow from operating activities for the near term may adversely affect our ability to raise needed capital through external debt for our business on reasonable terms, or at all, diminish supplier or customer willingness to enter into transactions with us, and have other adverse effects that may decrease our long-term viability. There can be no assurance that we will achieve positive cash flow in the near future or at all.
Illegal, improper or otherwise inappropriate activity of riders, drivers or other users, whether or not occurring while utilizing our platform, could expose us to liability and harm our business, brand, financial condition and operating results.
Illegal, improper or otherwise inappropriate activities by riders, drivers or other users, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, our platform could adversely affect our brand, business, financial condition and operating results. These activities may include assault, theft, unauthorized use or sharing of rider or driver accounts and other misconduct. Such conduct could expose us to liability or adversely affect our brand or reputation.
While we have taken measures to guard against these illegal, improper or otherwise inappropriate activities, these measures may prove inadequate to prevent such activities or we may not be successful in implementing them effectively. Although we require certain qualification processes for drivers using our platform, including submission of criminal record checks in certain jurisdictions, these qualification processes may not expose all potentially relevant information and may be limited in certain jurisdictions according to national and local laws, and we may fail to conduct such qualification processes adequately or identify information that could be relevant to a determination of driver eligibility.
Further, any negative publicity related to the foregoing, whether an incident occurred on our platform, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for our platform and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and operating results.
13
Table of Contents
Changes to our pricing could adversely affect our ability to attract or retain qualified drivers and riders to use our platform.
Demand for our offerings is sensitive to the price of rides. Many factors, including operating costs, legal and regulatory requirements or constraints and our current and future competitors’ pricing and marketing strategies, could significantly affect our pricing strategies. Competitors may offer, or may in the future offer, lower-priced or a broader range of offerings or use marketing strategies that enable them to attract or retain qualified drivers and riders at a lower cost than we do.
We use pricing algorithms to set prices depending on the route, time of day and expected rates of utilization. In the past, we have made pricing changes and spent significant resources on marketing rider incentives, and there can be no assurance that we will not be forced, through competitive pressures, regulation or otherwise, to reduce the price of rides for riders, to increase the rates we offer for driver services or to increase our marketing and other expenses to attract and retain qualified drivers and riders using our platform.
Furthermore, the economic sensitivity of drivers and riders using our platform may vary by geographic location, and as we expand into new markets, our pricing methodologies may not enable us to compete effectively in these locations. Local regulations may affect our pricing in certain geographic locations, which could amplify these effects. For example, we and other ridesharing companies have made commitments to the Egyptian Competition Authority not to set prices below certain profitability benchmarks with respect to their B2C ridesharing offerings in Egypt. We have launched, and may in the future launch, new pricing strategies and initiatives, such as subscription packages and driver or rider loyalty programs. We have also modified, and may in the future modify, existing pricing methodologies, such as our up-front pricing policy. Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders.
Any actual or perceived security or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition and operating results. We have previously experienced a data breach that resulted in the exposure of customer information.
Our business involves the collection, storage, transmission and other processing of our users’ personal and other sensitive data. An increasing number of organizations, including large online and off-line merchants and businesses, other large Internet companies, financial institutions and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, we may be unable to anticipate, detect or prevent these attacks.
We have previously experienced a data breach. In July 2020, unauthorized parties gained access to a Swvl database containing identifiable information of its riders by exploiting a breach in certain third-party software used by us. While such breach has not had a material impact on our business or operations and we have since implemented measures designed to restrict any similar data breach, unauthorized parties may in the future gain access to our systems or facilities through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce our employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on our platform could have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing and ransomware attacks are becoming increasingly common, and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.
Although we have developed systems and processes that are designed to protect users’ data, prevent data loss and prevent other privacy or security breaches, these measures cannot guarantee security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our users’ payment card data and other personal information that are accessible through those systems. We are still a growing company and may not have sufficient dedicated personnel or internal oversight to detect, identify, and respond to all privacy or security incidents. Additionally, as we expand its operations, including sharing data with third parties or continuing the work-from-home practices of our employees (including increased use of video conferencing), our exposure to cyberattacks or security breaches may increase. Further, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although we have implemented policies restricting the access to the personal information it stores, these policies may be breached or prove inadequate.
14
Table of Contents
Any actual or perceived breach of privacy or security could interrupt our operations, result in our platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with strategic partners and third-party service providers, result in significant legal, regulatory and financial exposure and lead to loss of driver or rider confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and operating results. Any breach of privacy or security impacting any entities with which we may share or disclose data could have similar effects. Further, any cyber-attacks or security and privacy breaches directed at our competitors could reduce confidence in the ridesharing industry as a whole and, as a result, reduce confidence in us.
Additionally, responding to any privacy or security breach, including defending against claims, investigations or litigation in connection with any privacy or security breach, regardless of their merit, could be costly and divert management’s attention. We do not currently maintain any insurance to cover security breaches and incidents or losses relating to its network systems or operations. As a result, the successful assertion of one or more large claims against us could have an adverse effect on our reputation, brand, business, financial condition and operating results. For more information see “Item 16K. Cybersecurity”.
Defects, errors or vulnerabilities in our applications, backend systems or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and operating results.
The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that we incorporate into our platform may also be subject to errors or vulnerability. Any errors or vulnerabilities discovered in our code or third-party software could result in negative publicity, loss of users, loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on our platform, or otherwise result in a data breach. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and operating results as well as negatively impact our reputation or brand.
We rely on various third-party product and service providers and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and operating results could be adversely affected.
Our success depends in part on our relationships with third-party product and service providers. For example, we rely on third-parties to fulfill various marketing, web hosting, payment, communications and data analytics services to support our platform. If any of our partners terminate their relationship with us or refuses to renew their agreement on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. While we do not own or operate vehicles, in the event that vehicle manufacturers issue recalls or the supply of vehicles or automotive parts is interrupted, affecting the vehicles operating on our platform, the availability of vehicles on our platform could become constrained.
In addition, our business may be adversely affected to the extent the software and services used by our third-party service providers do not meet expectations, contain errors or vulnerabilities, are compromised or experience outages. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against suppliers, licensors or ourselves, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed. If we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of its offerings, which could adversely affect our business, financial condition and operating results.
Any of these risks could increase our costs and adversely affect our business, financial condition and operating results. Further, any negative publicity related to any of our strategic partners and third-party service providers, including any publicity related to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
15
Table of Contents
If we fail to effectively predict rider demand and set pricing and routing accordingly or to run routes that are consistent with the availability of drivers using our platform, our business, financial condition and operating results could be affected.
We rely on our proprietary technology to predict and dynamically update routing in response to changes in demand, to optimize pricing in response to such demand and to maximize per-vehicle utilization. If we are unable to effectively predict and meet rider demand and to update our routing and pricing accordingly, we may lose ridership and its revenues may decrease. In addition, riders’ price sensitivity varies by geographic location, among other factors, and if we are unable to effectively account for such variability in our pricing methodologies, our ability to compete effectively in these locations could be adversely affected. Our success also depends, in part, on our ability to match route plans with the availability and preferences of the drivers using our platform. If we are unable to determine and allocate routes in a manner consistent with the availability and preferences of such drivers, drivers may reduce or discontinue their participation on our platform and may use competitors’ platforms. Any of the foregoing risks could negatively impact our business, financial condition and operating results.
If we are not able to successfully develop new offerings on our platform and enhance our existing offerings, our business, financial condition and operating results could be adversely affected.
Our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings and to improve upon and enhance existing offerings. As a result, we may introduce significant changes to our existing offerings or develop and introduce new and unproven offerings. If any of our new or enhanced offerings are unsuccessful, including as a result of any inability to obtain and maintain required permits or authorizations or other regulatory constraints or because they fail to generate sufficient return on our investments, our business, financial condition and operating results could be adversely affected.
Furthermore, new driver or rider demands regarding platform features, the availability of superior competitive offerings or a deterioration in the quality of our offerings or ability to bring new or enhanced offerings to market quickly and efficiently could negatively affect the attractiveness of our platform and the economics of our business, requiring us to make substantial changes to and additional investments in our offerings or business model. In addition, we frequently experiment with and tests different offerings and marketing strategies. If these experiments and tests are unsuccessful, or if the offerings and strategies we introduce based on the results of such experiments and tests do not perform as expected, our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.
Our market is characterized by rapid technology change, particularly across the anticipated TaaS and SaaS offerings, which require us to develop new products and product innovations, and any delays in such development could adversely affect market adoption of our products and our financial results. Developing and launching new offerings or enhancements to the existing offerings on our platform, such as our launch of our TaaS offering in 2020 and our subsequent launch of our SaaS offering for use by corporate customers and other third parties, involves significant risks and uncertainties, including risks related to the reception of such offerings by existing and potential future drivers and riders, increases in operational complexity, unanticipated delays or challenges in implementing such offerings or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast rider demand and the number of drivers using our platform) and negative publicity in the event such new or enhanced offerings are perceived to be unsuccessful. We intend to continue to scale our business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting our business.
In addition, developing and launching new offerings and enhancements to our existing offerings may involve significant up-front capital investments. Such investments may not generate a positive return on investment. Further, from time to time we may reevaluate, discontinue and/or reduce these investments and decide to discontinue one or more of its offerings. Any of the foregoing risks and challenges could negatively impact our ability to attract and retain qualified drivers and riders, our ability to increase utilization of our offerings and our visibility into expected operating results, and could adversely affect our business, financial condition and operating results. Additionally, our near-term operating results may be impacted by long-term investments in the future.
16
Table of Contents
We may require additional capital to support the growth of our business, which capital may not be available on terms acceptable to us, or at all. To the extent we obtain additional capital through future issuances of our Securities, such issuances could dilute the interests of existing shareholders.
Since commencing operations in 2017, we have funded our operations and capital expenditures primarily through equity issuances, convertible note issuances. By the end of 2022 along with the economic downturn, we shifted dependency to rely more on cash generated from operations rather than equity issuances to avoid dilution to shareholders. To support and grow our business, we must have sufficient capital.
We may issue additional Securities in the future, for example, under employee incentive plans, in the public market, in a private placement or as part of an acquisition in which the seller receives our Securities as consideration. The issuance of additional Securities by us may significantly dilute the equity interests of existing shareholders and could cause a change in control if a substantial number of our Securities are issued, which may adversely affect prevailing market prices for our Securities.
Our ability to obtain financing in the future will depend upon, among other things, our development efforts, business plans and operating performance and the condition of the capital markets at the time we seek such financing. We cannot be certain that additional financing will be available to us on favorable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us or within the timeframe we require, our ability to continue to support its business growth and to respond to business challenges could be significantly limited, and our business, financial condition and operating results could be adversely affected.
Our metrics and estimates, including the key metrics included in this Annual Report, are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business, financial condition and operating results.
We regularly review and may adjust our processes for calculating the metrics used to evaluate growth, measure performance and make strategic decisions. These metrics, including utilization, avoided emissions and driver retention rates, among others, which are calculated using internal company data and have not been evaluated by a third-party. Our metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely, and we may make material adjustments to our processes for calculating our metrics in order to enhance accuracy, because better information becomes available or for other reasons, which may result in changes to such metrics. The estimates and forecasts we disclose relating to the size and expected growth of our addressable market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth we have forecasted, our business could fail to grow at similar rates, if at all. Additionally, while we may at times create and publish metrics or other disclosures regarding environmental, social and governance (“ESG”) matters, many of the statements in those voluntary disclosures are based on expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain given the long timelines involved and the lack of an established single approach to identify, measuring, and reporting on many ESG matters. If investors or analysts do not consider our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, then our business, financial condition and operating results could be adversely affected.
Our marketing efforts to help grow our business may not be effective.
Promoting awareness of our offerings is important to our ability to grow our business and to attract new qualified drivers and riders and can be costly. We believe that much of the growth in our rider base and the number of drivers using our platform is attributable to our paid marketing initiatives. Our marketing efforts currently include offline marketing (such as billboard advertisements and in-person promotional events), online marketing (such as social media and Internet-driven advertising campaigns), and partnerships with other businesses, through which we offer promotions and other incentives to the customers of such businesses. As we expand our business into new markets, our marketing initiatives may become increasingly expensive, and generating a meaningful return on those initiatives may be difficult. Even if we successfully increase revenue due to our paid marketing efforts, such an increase may not offset the additional marketing expenses we incur.
17
Table of Contents
If our marketing efforts are not successful in promoting awareness of our offerings or attracting new qualified drivers, riders, or corporate customers, or if we cannot cost-effectively manage our marketing expenses, our operating results and financial condition could be adversely affected. If our marketing efforts successfully increase awareness of its offerings, this could also lead to increased public scrutiny of our business and increase the likelihood of third parties bringing legal proceedings against us. Any of the foregoing risks could harm our business, financial condition, and operating results.
Any failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition, and operating results.
Our ability to attract and retain drivers, riders and corporate customers to use our platform depends partly on the ease and reliability of our offerings, including our ability to provide high-quality support. Riders, drivers and other users of our platform depend on our support services to resolve any issues relating to our offerings, such as issues relating to payments or reporting a safety incident. Our ability to provide adequate and timely support is dependent on our ability to automate support services for simple issues (such as route inquiries) and, for other issues, to retain and deploy third-party service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings. As we continue to grow our business and improve and expand our offerings, we will face challenges in providing quality support services at scale. As we expand our offerings into new territories, we will be required to provide support services specific to our offerings and the needs of users in the applicable market. Any failure to provide high-quality user support, or a market perception that we do not offer high-quality support, could adversely affect our reputation, brand, business, financial condition and operating results.
Systems failures and resulting interruptions in the availability of our website, applications, platform, or offerings could adversely affect our business, financial condition, and operating results.
Our systems, or those of the third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems may also be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our employees. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities. Any business interruption insurance that we obtain in the future may not be adequate to cover all our losses that may result from interruptions in our service due to systems failures and similar events.
We may experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings. These events could result in loss of revenue. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of our offerings could adversely affect our business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm to the users using our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address.
Our business could be adversely impacted by changes in users’ access to the internet and mobile devices or unfavorable changes in, or our failure to comply with, existing or future laws governing the internet and mobile devices.
Our business depends on users’ access to our platform via the internet and mobile devices. We operate in and plan to expand into markets that may have low levels of internet penetration or provide limited internet connectivity in some areas. The price of mobile devices and internet access may limit our potential growth in such markets. Internet infrastructure in such markets may not support, and may be disrupted by, continued growth in the number of internet users, their frequency of use or their bandwidth requirements. Any such failure in Internet or mobile device accessibility, even for a short period, could adversely affect our business, financial condition, or operating results.
18
Table of Contents
We are subject to several laws and regulations specifically governing the internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the internet and our offerings, require us to change our business practices, or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, mobile and other communications, advertising practices, consumer protections, online payment services, and the characteristics and quality of offerings, among other things. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand, a loss of users, and fines or proceedings by governmental agencies, any of which could adversely affect our business, financial condition and operating results.
We rely on mobile operating systems and application marketplaces to make our mobile applications available to the drivers and riders using our platform. If we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, our usage or brand recognition could decline and our business, financial results and operating results could be adversely affected.
We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make its applications available to drivers and riders using our platform. Any changes in such systems and application marketplaces that degrade the functionality of our applications or give preferential treatment to competitors’ applications could adversely affect the usage of our platform. If such mobile operating systems or application marketplaces limit or prohibit us from making its applications available to drivers and riders, make changes that degrade the functionality of our applications, increase the cost of using its applications, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to it, or if the placement of competitors in such mobile operating systems’ application marketplaces is more prominent than the placement of our applications, overall growth in our rider or driver base could slow. Our applications have experienced fluctuations in number of downloads in the past, and we anticipate fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition and operating results.
As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our applications. Additionally, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks, and standards to deliver high-quality applications. We may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance the experience of drivers and riders. If drivers or riders on our platform encounter any difficulty accessing or using our applications on their mobile devices, or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition, and operating results could be adversely affected.
Our product integrates with other third-party applications, products and services, which we do not control. We may not be able to ensure compatibility with third parties’ product developments and we may not ensure that these third-parties’ applications, products and services will not disrupt the interoperability of our platform. Should any of these third parties’ applications, products or services degrades the functionality or performance of our product, our business and operating results may be adversely affected.
Our platform integrates with various communications, ticketing, payment and social media vendors. As our offerings expand and evolve, our platform may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products, and services are constantly evolving, and we may not be able to maintain or modify its platform to ensure its compatibility with third-party offerings following development changes. In addition, some of our competitors or third-parties upon which we rely may take actions that disrupt the interoperability of our platform with their products or services or exert strong business influence on our ability to operate and distribute its platform or the terms on which it does so. As our respective products evolve, we expect the types and levels of competition to increase. Should any of our competitors or other third-parties modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services, our products, platform, business, financial condition and operating results could be adversely affected.
19
Table of Contents
We do not have written contractual arrangements in place with certain of our historically material customers. In any event of a dispute, the lack or a written contract would make it difficult for us to enforce our right under such agreements, if at all.
We have provided TaaS services to certain corporate customers without a written contract governing such arrangement. These non-contractual arrangements with TaaS customers made up approximately 2% of our revenue in the fiscal year ended December 31, 2022, while there was none in the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023. While the counterparties have performed under such arrangements without any material disputes, in the event of a dispute, the lack of a written contract could make it particularly difficult for us to enforce its rights under the arrangement, if at all. During 2023, we entered into definitive documentation to govern our relationships with such corporate customers and progressed in setting up internal procedures to ensure that future relationships are governed by written contractual arrangements at the outset. As a result, we were able to eliminate the percentage of revenue attributable to TaaS customers without contractual arrangements over time and operate only after getting into definitive documentation with all of our customers.
Our business may be adversely affected by current or future unfavorable economic and market conditions, natural disasters, public health crises, political crises, or other unexpected events.
A natural disaster, such as an earthquake, fire, hurricane, tornado or flood, or significant power outage, could disrupt our operations, mobile networks, the Internet or the operations of our third-party technology providers. In addition, any public health crises, other epidemics, political crises, such as terrorist attacks, war and other political or social instability, or other catastrophic events could adversely affect our operations or the economy as a whole. Moreover, the likelihood of such events may increase as a result of climate change or other systemic impacts. Climate change may also put pressure on companies like us that rely on hydrocarbons for their operations to reduce its carbon emissions which may result in additional costs to us. The impact of such events or other disruption to us or its third-party providers’ abilities could result in decreased demand for our offerings or a disruption in the provision of our offerings, which could adversely affect our business, financial condition and operating results.
Our business, financial condition and operating results are also subject to general economic conditions in the markets in which we operate. Any deterioration of economic conditions in such markets could lead to, among other things, increased unemployment and decreased consumer spending and commercial activity. As a result, demand for our platform by riders and drivers may decline. We cannot predict the timing or duration of any economic slowdown or subsequent economic recovery in the markets in which we operate or intends to operate. An economic downturn resulting in a prolonged recessionary period may adversely affect our business, financial condition and operating results.
Our operations are subject to currency volatility and inflation risk.
The U.S. dollar is our financial presentation currency as a group. We also derive revenues and incur expenses in other currencies relevant to each country of operations, including Egyptian pounds and Saudi Ryals. We currently operate in Egypt, Saudia Arabia, the UK and Kuwait. Operations in Egypt are in Egyptian pounds and subject to currency fluctuations. The Egyptian pound appreciated approximately 6% in the period between January 2025 and the date of this Annual Report and could decline in value against the U.S. dollar in the future. We are therefore subject to foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, we are exposed to the risk that, if the Egyptian pound devalue relative to the dollar, inflation rates may exceed the speed of devaluation, or that the timing of such depreciation may lag behind inflation. The dollar cost of our operations would increase in any such event, and our dollar-denominated operating results would be adversely affected.
Generally, increases in inflation raise our costs for commodities, labor, services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely affect our financial condition. Increases in inflation, geopolitical developments and global supply chain disruptions, may cause, global economic uncertainty and uncertainty about the interest rate environment. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.
Risks Related to Regulatory, Legal and Tax Factors Affecting us
We may be subject to general litigation, regulatory disputes and government inquiries.
As a growing company with expanding operations, we may in the future increasingly face the risk of claims, lawsuits, government investigations and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters.
20
Table of Contents
We cannot predict the outcome of such disputes and inquiries with certainty. Regardless of the outcome, these can have an adverse impact on us because of legal costs, diversion of management resources and other factors. Determining reserves for any litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or services or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liabilities, which could have a material adverse effect on our business, results of operations, financial condition and prospects.
Uncertainties with respect to the legal systems in the jurisdictions in which we operate, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect our business, financial condition and operating results.
In 2023, we had operated only in Egypt and Saudi Arabia, with our headquarters office in Dubai, UAE and in Riyadh, Saudi Arabia, and. in 2024, we expanded our operations in the UAE. During FY 2025, we entered the U.K. market and in January 2026 we entered the Kuwait market.
There are, and will likely continue to be, substantial uncertainties regarding the interpretation and application of laws and regulations in the jurisdictions in which we operate, including the laws and regulations governing our business, the enforcement and performance of contractual arrangements and the protection of intellectual property rights. The legal systems in the countries in which we operate may not be as predictable or developed as that of the U.S., and in particular, may not have developed laws and regulations relating to the ridesharing industry. As a result, existing laws and regulations may be applied inconsistently and, in certain circumstances, it may be difficult to determine what actions or omissions may be deemed to violate applicable laws and regulations. There can be no assurance that our business will not be found to violate applicable laws or regulations in these jurisdictions in the future.
In addition, the jurisdictions in which we have business operations may in the future enact new laws and regulations relating to the internet, emissions and other environmental matters associated with ridesharing operations, the ridesharing industry generally and the operation of our business, and the interpretation and enforcement of such laws may involve significant uncertainties. New laws and regulations that affect our existing and proposed future businesses may also be applied retroactively.
We are, and may in the future be, required to hold registrations, licenses, permits and approvals in connection with our business operations. New laws and regulations may be adopted from time to time that require us to obtain registrations, licenses, permits and approvals in addition to those we already hold. We do not hold all of the required licenses and registrations for certain jurisdictions where we operate.
Other than ordinary course business permits generally applicable to companies operating in each particular jurisdiction and regulations pertaining to foreign investment (described in further detail below), we do not believe it is required to obtain any other registrations, licenses, permits or approvals to conduct our business as presently conducted in each of the other jurisdictions in which we operate. We further believe that we possesse all such business permits, the failure of which to possess would be material to our operations as presently conducted in the jurisdictions in which we operate. However, as regulation of the ridesharing industry in these jurisdictions remains under development, new laws and regulations may be adopted or implemented that could increase or otherwise change the requirements applicable to us. In addition, regulators may interpret existing laws and regulations that were not intended to apply to ridesharing businesses to apply to us or our operations. Further, we may expand our operations in the jurisdictions in which we operate in ways that would require additional licenses. If we fail to obtain any required registrations, licenses, permits or approvals or is otherwise found to be operating its business in a manner that is not compliant with applicable law, we may be subject to fines, revocation of our licenses and permits or other sanctions or be required to discontinue or restrict our operations in such jurisdictions. Any such required registrations, licensees, permits and approvals may be difficult for us to obtain. We cannot predict the effect that the interpretation of existing or new laws or regulations may have on our business.
21
Table of Contents
In addition, governments in the jurisdictions we operate or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or operating in such jurisdictions. Because we are incorporated in the BVI, we may be deemed to be foreign investors and therefore be subject to such restrictions or controls. As a result, there may be a risk of loss due to, among other things, expropriation, nationalization or confiscation of assets or the imposition of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in such jurisdictions. While, in some cases, the BVI has entered into international investment treaties or agreements designed to encourage and protect investment by British Virgin Islands persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover the jurisdictions in which we operate in or that such treaties or agreements will be fully implemented or effective. In other cases, we are not able to take advantage of certain treaties because we are a BVI company and are therefore exposed to additional risk of such loss.
While we are not aware of any material limitations on foreign investment in the jurisdictions in which we operate, we are required to comply with certain regulations related to such investment. In the UAE, foreign investors are required to operate via an onshore licensed entity or an onshore branch of a foreign or free zone entity. We have established such an onshore branch and has obtained the requisite licenses and approvals for such branch’s operations. We may become subject to additional limitations and regulations as we expand our operations in the jurisdictions in which we operate and into new jurisdictions, and such limitations and regulations may impair our ability to operate effectively in such jurisdictions.
Any of the foregoing or similar occurrences or developments could significantly disrupt our business operations and restrict us from conducting a substantial portion of our business operations in these jurisdictions, which could adversely affect our business, financial condition or operating results.
As we expand our offerings, we may become subject to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect our business, financial condition, and operating results.
As we continue to expand our offerings and user base, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Many of these laws and regulations were adopted prior to the advent of our industry and related technologies and, as a result, do not contemplate or address the unique issues faced by our industry.
Despite our efforts to comply with applicable laws, regulations and other obligations relating to its offerings, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure to comply with such laws, regulations or obligations may result in us being blocked from or limited in providing or operating our products and offerings in such jurisdictions, or it may be required to modify our business model in those or other jurisdictions as a result. Moreover, our failure, or the failure by our third-party service providers, to comply with applicable laws or regulations or any other obligations relating to our offerings, could harm our reputation and brand, discourage new and existing drivers and riders from using our platform, lead to refunds of rider fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect our business, financial condition and operating results.
We are subject to various laws relating to anti-corruption, anti-bribery, anti-money laundering, and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption. We have not implemented, or have only recently implemented, certain policies and procedures for the operation of our business and compliance with applicable laws and regulations, including policies with respect to anti-bribery and anti-corruption matters and cyber protection.
We are subject to anti-corruption, anti-bribery, and anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which we do business. We will be subject to such laws in other jurisdictions in the future, including, for example, the FCPA. These laws generally prohibit us, our employees and agents from improperly influencing government officials or commercial parties to, among other things, obtain or retain business, direct business to any person, or gain any improper advantage. Under applicable anti-bribery and anti-corruption laws, we could be held liable for acts of corruption and bribery committed by third-party business partners and service providers, representatives, and agents who acted on our behalf.
22
Table of Contents
We have operations in, and have business relationships with, entities in countries known to experience high levels of corruption. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the risk that we could be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries and their respective employees, representatives, contractors, and agents, even if we do not authorize such activities. Our employees from time to time consult or engage in discussions with government officials in the jurisdictions where we operate with respect to potential changes in government policies or laws relating to the mass transit ridesharing industry, which may heighten such anti-corruption-related risks.
In addition, our activities in certain countries with high levels of corruption enhance the risk of unauthorized payments or offers of payments by business partners and service providers, employees, or consultants in violation of various anti-corruption laws, including the FCPA, even though the actions of these parties are often outside our control. We adopted anti-bribery and anti-corruption policies in September 2020, enhanced our policies in December 2021 and implementation of these policies is ongoing. While these policies are intended to address compliance with such laws, there can be no guarantee that they are or will be fully effective at all times, and our employees and agents may take actions in violation of our anti-bribery and anti-corruption policies or applicable laws, for which we may be ultimately held responsible. We are in the process of reviewing our compliance program to identify areas for enhancements, and we intend to continuously update and improve its compliance program as it expands its operations into new jurisdictions and becomes subject to a larger number of anti-corruption-related laws. However, there remains no guarantee that any such expanded compliance program will be fully effective at all times.
Any violation of applicable anti-bribery, anti-corruption, anti-money laundering, and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to our reputation and brand, investigations, imposition of significant legal fees, severe criminal or civil sanctions and disgorgement of profits, suspension or loss of required licenses and permits, exit from an important market, substantial diversion of management’s attention, a drop in our share price, or other adverse consequences, any or all of which could have a material and adverse effect on our business, financial condition and operating results.
We may be subject to claims, lawsuits, government investigations and other proceedings that adversely affect our business, financial condition and operating results.
We have been subject to claims, lawsuits, government investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving labor and employment, commercial disputes and tax matters. For more information see “Item 8. Financial Information” under section “Legal Proceedings”.
We expect to continue to be subject to claims, lawsuits, government investigations and other legal or regulatory proceedings in the ordinary course of business, which may involve any of the foregoing matters as well as licensing and permits, pricing practices, competition, consumer complaints, personal injury, anti-discrimination, intellectual property disputes and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and other legal or regulatory proceedings as our business grows and as we deploy new offerings. Moreover, certain liabilities may be imposed by jurisdictions where we operate, including tax liability, which may subject it to regulatory enforcement procedures if it does not or cannot comply.
The results of any such claims, lawsuits, government investigations or other legal or regulatory proceedings cannot be predicted. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, harm our reputation, require significant management attention and divert substantial resources. It is possible that a resolution of such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and operating results. These proceedings could also result in harm to our reputation and brand, sanctions, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and operating results. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners.
A determination in, or settlement of, any legal proceeding, whether we are a party to such legal proceeding or not, that involves our industry could harm our business, financial condition and operating results. For example, a determination that classifies a driver of a ridesharing platform as an employee, whether we are a party to such determination or not, could cause us to incur significant expenses or require substantial changes to our business model.
23
Table of Contents
In addition, we often include arbitration provisions in our terms of service with drivers and riders using our platform. These provisions are intended to streamline the dispute resolution process for all parties involved, as arbitration can, in some cases, be faster and less costly than litigating disputes in court. However, arbitration may become more expensive, or the volume of arbitration may increase and become burdensome. The use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny in certain jurisdictions.
Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration across the jurisdictions in which we operate and may operate in the future, there is a risk that some or all of our arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If our arbitration agreements were found to be unenforceable, in whole or in part, or particular claims are required to be exempted from arbitration, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and qw could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition and operating results.
Failure to protect or enforce our intellectual property rights could harm our business, financial condition and operating results.
Our success is dependent in part upon protecting our intellectual property rights and technology (such as code, confidential information, data, processes and other forms of information, knowhow and technology). As we grow, we will continue to develop intellectual property that is important for our existing or future business. We rely on a combination of copyright, trademark, service mark, trade secret, know-how and confidential information laws and contractual restrictions to establish and protect our intellectual property. However, the steps we take to protect our intellectual property may not be sufficient and may vary by jurisdiction.
Even if we do detect violations, we may need to engage in litigation to enforce our rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert the attention of management. While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology, reverse engineer our data and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in the rapidly evolving and increasingly competitive mass-transit ridesharing industry.
As of the date of this Annual Report, we have one patent pending in the U.S. We have no other patent applications filed, or under examination in key global jurisdictions. Our failure to register our brand names or logos in jurisdictions in which we operate could allow competitors to register the same or similar names or logos that confuse potential consumers and/or prevent us from subsequently protecting our names and logos. Some license provisions that protect against unauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain countries. The laws of some countries do not provide the same level of protection of intellectual property as the laws of the U.S., and adequate intellectual property protection may not be available or may be limited in such countries. Our intellectual property protection and enforcement strategy is influenced by many considerations, including costs, where we have business operations, where we might have business operations in the future, legal protections available in a specific jurisdiction and/or other strategic considerations. As such, we do not have identical or analogous intellectual property protection in all jurisdictions, which could limit our freedom to operate as we expand into new jurisdictions. As we expand our offerings into new jurisdictions, our exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase. We may need to expend additional resources to protect, enforce or defend our intellectual property, which could harm our business, financial condition or operating results. We may also need to expend additional resources to understand and analyze the varying protections available in different jurisdictions and whether formal protection for intellectual property, such as rights in software, is available, commercially advisable and/or enforceable.
We enter into confidentiality and intellectual property assignment agreements with employees and contractors and enter into confidentiality agreements with third-party providers and corporate customers. There can be no assurance that these agreements will effectively control access to, and use and distribution of, our platform and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings. Competitors and other third parties may also attempt to reverse engineer our data, which would compromise our trade secrets and other rights.
24
Table of Contents
We may be required to spend significant resources monitoring and protecting our intellectual property rights, and some violations may be difficult or nearly impossible to detect. Litigation to defend and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in us substituting inferior or more costly technologies into our platform or harm our reputation or brand. In addition, we may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms and could adversely affect our ability to compete.
The ridesharing industry has also been subject to attempts to steal intellectual property. Although we take measures to protect our property, if we are unable to prevent the theft of our intellectual property or its exploitation, the value of our investments may be undermined and our business, financial condition and operating results may be negatively impacted.
Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business, financial condition and operating results.
Technology companies are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own or otherwise obtained. As our public profile grows and the number of competitors in our markets increases, and as we continue to develop new technologies and intellectual property, the possibility of intellectual property rights claims against us may grow. From time to time, third parties may assert claims of infringement of intellectual property rights against us. We do not hold any granted patents but has one pending patent in the U.S. Competitors of us and others may now and in the future have significantly larger and more mature patent portfolios than have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patents (if and when acquired) may therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third-party, even those without merit, could cause us to incur substantial costs defending against such claim, could distract management’s attention from the operation of our business and could require us to cease our use of certain intellectual property. Furthermore, because intellectual property litigation may involve a substantial amount of discovery, we may risk compromising our own confidential information in the course of any such litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely affect our business, financial condition and operating results.
With respect to any intellectual property rights claim, we may have to seek out a license to continue operations if found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third-party does not offer us a license to our intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology or other intellectual property, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect our business, financial condition and operating results.
25
Table of Contents
Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect our business.
We receive, transmit and store a large volume of personally identifiable information and other data relating to the users of our platform. Numerous national and international laws, rules and regulations applicable to the jurisdictions in which we operate relate to privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain types of data. These laws, rules and regulations evolve frequently, and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another and may conflict with each other. For example, changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our offerings, require significant changes to our operations or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future. Further, as we continue to expand our platform offerings and user base, we may become subject to additional privacy-related laws and regulations. In FY 2025 we expanded our operations to the UK, and therefore, are subject to the UK General Data Protection Regulation (“UK GDPR”). In the future, if we expand our operations to additional countries in the European Union (“EU”), we may also be subject to the General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679) . (see the risk factor “We face particular privacy, data security, and data protection risks in connection with the U.K. GDPR, and may face such risks if we decide to expand in the future into the EUin connection with the GDPR and other data protection regulations” below). Additionally, we have incurred, and expect to continue to incur, expenses in an effort to comply with privacy, data protection and information security standards and protocols imposed by law, regulation, industry standards or contractual obligations.
Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other driver or rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing drivers and riders from using our platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition and operating results. Even if not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition and operating results.
We face particular privacy, data security, and data protection risks in connection with the U.K. GDPR, and we may face such risks if we decide to expand in the future into the EU in connection with the GDPR and other data protection regulations.
During FY 2025, we have signed a SaaS contract in the UK, marking our re-entry into the European market. As a result, as of the date of this Annual Report, we are subject to the requirements under U.K. GDPR. While we are currently not operating in the EU, future expansion into the EU or marketing directed to those jurisdictions may subject us and certain personal data we process also to the GDPR (Regulation (EU) 2016/679), supplemented by national laws and further implemented through binding guidance from the European Data Protection Board, which regulates the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements with significant penalties, and the risk of civil litigation, for noncompliance.
Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the U.S. The enactment of the GDPR also introduced numerous privacy-related changes for companies operating in the EU, including greater control for data subjects (including, for example, the “right to be forgotten”), increased data portability for EU consumers, data breach notification requirements, and increased fines. The GDPR requirements likely apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information.
Since January 2021 (when the transitional period following Brexit expired), there are two parallel regimes with potentially divergent interpretations and enforcement actions for certain violations. The European Commission adopted an adequacy decision for the U.K., which means that certain aspects of data protection law between the U.K. and EU will remain the same. However, because the U.K.’s Information Commissioner’s Office remains the independent supervisory body regarding the U.K. GDPR but will not be the regulator for any activities under the GDPR, there may be increasing divergence in application, interpretation and enforcement of the data protection law as between the U.K. and the European Economic Area.
26
Table of Contents
Noncompliance could result in the commencement of legal proceedings against us by governmental and regulatory entities or others. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with the GDPR (if applicable) or other applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in litigation, breach notification obligations, regulatory or administrative sanctions, additional cost and liability to us, harm to our reputation and brand, damage to our relationships with riders, drivers and corporate customers and have an adverse effect on our business, financial condition and operating results. In particular, under the GDPR, fines of up to €20 million or up to 4% of the annual global revenue of the non-compliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects.
The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Our business would be adversely affected if the drivers using our platform were classified as employees.
The classification status of drivers that operate on ridesharing platforms is the subject of ongoing litigation and debate in multiple countries. Certain global ridesharing businesses are currently involved in legal proceedings in multiple jurisdictions, including putative class and collective action lawsuits, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities, that claim that drivers using their platforms should be treated as employees (or as workers or quasi-employees where those statuses exist) of such companies, rather than as independent contractors.
We classify the drivers that use our platform as independent contractors or as employees of third parties in certain of the jurisdictions in which we currently operate. However, in certain of the jurisdictions that we operate, such classifications are based on an interpretation of applicable law, and our interpretation may be subject to challenge. In particular, in Egypt, as the Egyptian Ridesharing Laws (as defined below) do not require drivers to be classified as employees, any challenge to our determination that drivers are not employees would need to be based on principles of Egyptian labor laws. Under such laws, a person is classified as an employee if he or she works in exchange for a salary for an employer and under the employer’s control and supervision. Thus, in assessing whether drivers should be classified as employees in Egypt, we consider, among other things, the level of direct administration and supervision we have over drivers using our platform.
While we believe our classification of drivers as independent contractors in each of the jurisdictions we operate currently (Egypt, KSA, UK and GCC) is correct, we may in the future be subject to proceedings relating to the classification of drivers using our platform as laws and regulations governing the ridesharing industry, labor and employment develop further (or if interpretations of existing laws and regulations change) and as we expand our business operations in new jurisdictions. We may incur substantial expenses in defending such proceedings. If we are not successful in defending such proceedings, we may be required to pay significant damages to drivers or incur other fines, penalties or sanctions. In addition, if, as a result of legislation or judicial decisions in jurisdictions where the employee-contractor distinction is applicable, we are required to classify drivers as employees in such jurisdictions, we may incur significant additional expenses for compensating drivers or making payments on their behalf, including expenses associated with the application of, as applicable, wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. In such event, we may be required to increase our pricing to offset these additional expenses or to discontinue lower-margin offerings or routes, abandon its efforts to expand into new markets or forego other expenditures, such as marketing or hiring key personnel. As a result, our ability to attract new riders and to retain existing riders could be adversely affected and utilization of our platform may decrease. Any of the foregoing risks would have an adverse effect on our business, financial condition and operating results.
27
Table of Contents
We could be subject to claims from riders, drivers or third parties that are harmed whether or not our platform is in use, which could adversely affect our brand, business, financial condition and operating results.
We may be subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third parties that may be attributed to us through our offerings. We may also be subject to claims alleging that we are directly or vicariously liable for the acts of the drivers using our platform or for harm related to the actions of drivers, riders, or third parties, or the management and safety of our platform and assets. We may also be subject to personal injury claims whether or not such injury actually occurred as a result of activity on our platform. We may incur expenses to settle personal injury claims, which we may choose to settle for reasons including expediency, protection of our reputation and to prevent the uncertainty of litigating, and we expect that such expenses may increase as our business grows and as we face increasing public scrutiny. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders, drivers or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition and operating results. Our insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability we face, especially where any one incident, or a group of incidents, could cause disproportionate harm, and we may have to pay high premiums or deductibles for our coverage and, for certain situations, we may not be able to secure coverage at all. Any of the foregoing risks could adversely affect our business, financial condition and operating results.
We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased, and are likely to continue to increase, both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of BVI and the various countries and cities in which we operate. Our efforts to comply with new and changing laws and regulations in the jurisdictions in which we operate have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, because these laws, regulations and standards are subject to varying interpretations and changes due to the emerging nature of the markets in which we operate, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.
Because we have expansion plans, our effective tax rate may fluctuate or increase in the future. Future effective tax rates could be affected, possibly materially, by changes in tax laws or the regulatory environment, the recognition of operating losses in jurisdictions where no tax benefit can be recorded under the applicable method of accounting, changes in the composition of operating income across tax jurisdictions, changes in deferred tax assets and liabilities, or changes in accounting and tax standards or practices.
Due to the complexity of multinational tax obligations and filings, we may have a heightened risk related to audits or examinations by the relevant taxing authorities. Outcomes from these audits or examinations could have an adverse effect on our after-tax profitability and financial condition. Additionally, various taxing authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Taxing authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.
Our after-tax profitability and financial results may also be adversely affected by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.
28
Table of Contents
Risks Related to Our Status as a Public Company and Ownership of our Securities
As of December 31, 2025, our principal shareholders, officers and directors beneficially owned approximately 46.5% of our outstanding Ordinary Shares. They will therefore be able to exert significant control over matters submitted to our shareholders for approval.
As of December 31, 2025, our principal shareholders, officers and directors, in the aggregate, beneficially owned approximately 46.5% of our outstanding Ordinary Shares. This significant concentration of share ownership may adversely affect the trading price for our Ordinary Shares because investors often perceive disadvantages in owning shares in companies with controlling shareholders. As a result, these shareholders, if they acted together, could significantly influence matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of these shareholders may not always coincide with our interests or the interests of other shareholders.
Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our Ordinary Shares, negatively impact the price of our Ordinary Shares and negatively impact our ability to raise additional capital.
On October 31, 2025, we received a written notice (the “Notice”) from Listing Qualifications Department of the Nasdaq advising us that we were not in compliance with Nasdaq Listing Rules 5550(b)(2), which requires companies listed on the Nasdaq Capital Market to maintain a mimimun market value of publicly held shares of $35 million (the “MVLS Requirement”), nor we are in compliance with Listing Rule 5550(b)(1) or 5550(b)(3). The Notice has no immediate effect on the listing or the trading of the Company's Ordinary Shares, which continues to trade on The Nasdaq Capital Market under the symbol “SWVL.”
Pursuant to the Notice, and in accordance with Nasdaq Listing Rule 5810(c)(3), we have been provided with a period of 180 calendar days, or until April 29, 2026 (the “Compliance Period”), to regain compliance with the MVLS Requirement. Nasdaq indicated that to regain compliance, the Company's minimum market value of publicly held shares must close at $35 million or more for a minimum of 10 consecutive business days prior to the Compliance Date, or if we qualify for an alternative continued listing standard, such as having shareholders’ equity of $2.5 million or net income from continuing operations of $500,000 in the latest fiscal year (or in two of the last three fiscal years). In the event we do not regain compliance with the MVLS Requirement, or any other alternate continued listing requirement, prior to the Compliance Date, Nasdaq will notify us that our Securities are subject to delisting, at which point we may appeal the delisting determination to a Nasdaq hearings panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
We believe that as of the date of this Annual Report, we will qualify for continued listing on the Nasdaq Capital Market as a result of having shareholders’ equity of over $2.5 million as well as having net income of over $500,000 for the fiscal year ended December 31, 2025. We are also still actively monitoring our minimum market value of our listed Securities and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement. There can be no assurance that we will be able to regain compliance with the MVLS Requirement.
If our Ordinary Shares are removed from listing with the Nasdaq, it may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a “penny stock” to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange, which is the exception on which we currently rely. For any transaction involving a “penny stock,” unless exempt, the rules impose additional sales practice requirements on broker-dealers, subject to certain exceptions. If our Ordinary Shares were delisted and determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our Ordinary Shares and an investor may find it more difficult to acquire or dispose of our Ordinary Shares on the secondary market.
If, for any reason, Nasdaq would delist our Ordinary Shares from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action to restore our compliance with the Nasdaq continues listing requirements, a reduction in some or all of the following may occur, each of which could have a material adverse effecto on our shareholders, indluing:
● the liquidity of our Ordinary Shares;
● the market price of our Ordinary Shares;
● our ability to obtain financing for the continuation of our operations;
● the number of institutional and general investors that will consider investing in our Ordinar Shares;
● the number of investors in general that will consider investing in our Ordinar Shares;
29
Table of Contents
● the number of market makers in our Ordinary Shares;
● the availability of information concerning the trading prices and volume of our Ordinary Shares; and
● the number of broker-dealer willing to execute trades in our Ordinary Shares.
A delisting of our Ordinary Shares would also reduce the value of our equity compensation plans, which could negatively impact our ability to retain employees.
In addition, our Board of Directors (the “Board”) may determine that the cost of maintaining the listing on a national securities exchange outweighs the benefits of such listing.
The market price of our Ordinary Shares and Warrants could fluctuate significantly, which could cause you to lose some or all of your investment in our Securities and also subject us to litigation.
The market price of our Ordinary Shares and Warrants is affected by the supply and demand for such shares, which may be influenced by numerous factors, many of which are beyond our control, including:
● fluctuation in actual or projected operating results;
● failure to meet analysts’ earnings expectations;
● the absence of analyst coverage;
● negative analyst recommendations;
● changes in trading volumes in our Securities;
● changes in our shareholder structure;
● changes in macroeconomic conditions;
● the activities of competitors;
● changes in the market valuations of comparable companies;
● changes in investor and analyst perception with respect to our business or the mass-transit ridesharing industry in general; and
● changes in the statutory framework applicable to our business.
As a result, the market price of our Securities may be subject to substantial fluctuation.
In addition, general market conditions and fluctuation of share prices and trading volumes could lead to pressure on the market price of our Securities, even if there may not be a reason for this based on our business performance or earnings outlook. Furthermore, investors in the secondary market may view our business more critically than prior or current investors, which could adversely affect the market price of our Securities in the secondary market.
If the market price of our Securities declines as a result of the realization of any of these or other risks, investors could lose part or all of their investment in our Securities.
Additionally, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of management from the business, which could significantly harm our business, financial condition and operating results.
We may be subject to securities litigation, which is expensive and could divert management attention.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could negatively affect our business. Any adverse determination in litigation could also subject us to significant liabilities.
30
Table of Contents
Future resales of our Ordinary Shares may cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.
Sales of a substantial number of our Securities, including our Ordinary Shares, in the public market could occur at any time. Sales of a substantial number of our Securities in the public market or the perception that these sales might occur, could depress the market price of our Securities and could impair our ability to raise capital through the sale of additional equity securities. Sales of a substantial number of our Securities upon any future waivers or expiration of lock-up agreements entered into by our shareholders, or the perception that such sales may occur, could have a material and adverse effect on the trading price of our Securities. These sales, or the perception in the market that the holders of a large number of Ordinary Shares intend to sell Ordinary Shares, could cause the market price of our Securities to decline or increase the volatility in the market price of our Securities.
Investor perceptions of risks in developing countries could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries.
Investing in securities of issuers operating in developing countries generally involves a higher degree of risk than investing in securities of issuers from more developed countries. Economic crises in one or more such countries may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries, including in Egypt, have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.
Thus, even if the economies of the countries in which we operate remain relatively stable, financial turmoil in any developing market country could have an adverse effect on our business, financial condition and operating results.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Securities and trading volume could decline.
The trading market for our Securities depends in part on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analyst coverage results in downgrades of our Securities or publishes inaccurate or unfavorable research about our business, the share price of our Securities would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our Securities could decrease, which, in turn, could cause the market price or trading volume for our Securities to decline significantly.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Inaccurate or unfavorable ESG ratings could lead to negative investor sentiment towards us, which could have a negative impact on the market price and demand for our Securities, as well as our access to and cost of capital.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, shareholders must rely on sales of their Ordinary Shares after price appreciation as the only way to realize any future gains on their investment.
Furthermore, to the extent that we pay any dividends in the future, the ability to offer fully franked dividends, i.e. dividends that come from already taxed earnings, is contingent on making taxable profits in excess of accumulated losses. Taxable profits may be volatile, making the payment of dividends unpredictable.
The value and availability of franking credits to a shareholder will differ depending on the shareholder’s particular tax circumstances. Shareholders should also be aware that the ability to use franking credits, either as a tax offset or to claim a refund after the end of the income year, will depend on the individual tax position of each shareholder.
31
Table of Contents
Our investors’ ownership in the Company may be diluted in the future.
In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests of our present shareholders. Furthermore, we may issue equity awards to management, employees and other eligible persons in the future under our existing 2019 Share Option Plan (the “2019 Plan”) and our 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”). Additional Ordinary Shares issued by us in the future will dilute an investor’s investment in the Company. In addition, we may seek shareholder approval to increase the amount of the Company’s authorized shares, which would create the potential for further dilution of current investors.
The market prices of our Ordinary Shares could be affected by our involvement in a possible, future litigation.
In the ordinary course of business, we may be involved in litigation disputes from time to time. Litigation disputes brought by third parties, including but not limited to intellectual property, distribution partners, customers, suppliers, business partners and employees may adversely impact the financial performance and industry standing of the business, in the case where the impact of legal proceedings is greater than or outside the scope of our insurance. We are not currently involved in any litigation.
There is no guarantee that the Warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for certain Warrants are higher than our current share price. There is no guarantee that the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless.
We may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without your approval.
We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
We have the ability to redeem certain outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.0025 per Warrant, provided that the last reported sales price of the Ordinary Shares equals or exceeds $450 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you to (a) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants, or (c) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.
In addition, we have the ability to redeem certain outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.0025 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that the last reported sales price per Ordinary Share equals or exceeds $250 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption, and provided that certain other conditions are met, including that holders will be able to exercise their Warrants prior to redemption for a number of Ordinary Shares determined based on the redemption date and the fair market value of our Ordinary Shares. The value received upon exercise of the Warrants (i) may be less than the value the holders would have received if they had exercised their Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Warrants, including because the number of Ordinary Shares received is capped at 0.361 Ordinary Shares per Warrant (subject to adjustment) irrespective of the remaining life of the Warrants. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Ordinary Shares had your warrants remained outstanding.
32
Table of Contents
We may become a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of the Ordinary Shares if we are or were to become a PFIC.
If we are a PFIC for any taxable year (or portion thereof) in which a U.S. Holder (as defined below in ”Item 10.E. Taxation”), holds Ordinary Shares, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and certain information reporting requirements. U.S. Holders are strongly encouraged to consult with their own tax advisors to determine the application of the PFIC rules to them in their particular circumstances and any resulting tax consequences. Please see the section of this Annual Report entitled “Item 10.E. Taxation” for a more detailed discussion with respect to the PFIC status of us and the resulting tax consequences to U.S. Holders.
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company in the U.S., we incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq.
We expect that compliance with these requirements will increase its legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel may be required to divert their attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we are incurring significant expenses and devoting substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase further when we are no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) (Please see the section entitled “Swvl is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make Securities less attractive to investors”). As a public company, we have been hiring and are continuing to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.
The estimates of market opportunity, market size and forecasts of market growth included in our publicly filed documents may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rate, if at all.
Any market opportunity, size estimates and growth forecasts we make public are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Net revenue and operating results are difficult to forecast because they generally depend on the volume, timing and type of orders we receive, all of which are uncertain. We base our expense levels and investment plans on our estimates of total net revenue and gross margins using human judgment combined with machine learning, natural language processing and data analytics. We cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. If our assumptions and calculations prove to be wrong, we may spend more than we anticipate acquiring and retaining customers or may generate less net revenue per active customer than anticipated, any of which could have a negative impact on our business and results of operations.
33
Table of Contents
In addition, we are evaluating our total addressable market with respect to new product offerings and new markets. These estimates of total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Even if the market in which we compete meets the size estimates and growth forecasted in this Annual Report, our business could fail to grow at similar rates, if at all. Our business is also affected by general economic and business conditions in international markets. A significant portion of our expenses is fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net revenue. Any failure to accurately predict net revenue or gross margins could cause our operating results to be lower than expected, which could materially adversely affect our financial condition and share price.
Our management team has limited experience managing a public company, which may result in difficulty adequately operating and growing our business.
Our management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage their new roles and responsibilities or the transition to being a public company subject to significant regulatory oversight and reporting obligations under U.S. federal securities laws and the continuous scrutiny of analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention from the day-to-day management of our business, which could adversely affect our business, financial condition and operating results.
We have identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements. If we fail to maintain a proper and effective system of internal control over financial reporting, we may not be able to timely and accurately report our financial results or prevent fraud. As a result shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our shares.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures are designed to prevent fraud. Pursuant to Section 404 of the Sarbanes-Oxley Act, subject to accommodations available to newly public companies and emerging growth companies, a report by management on internal control over financial reporting and an attestation of our independent registered public accounting firm is required. As a newly public company, we have previously not been required to conduct an internal control evaluation and assessment. The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. To comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, we are in the process of upgrading our information technology systems, implementing additional financial and management controls, reporting systems and procedures, and hiring additional qualified accounting and finance staff. If we are unable to hire the additional accounting and finance staff necessary to comply with these requirements, we may need to retain additional outside consultants. We may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, including if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.
As of December 31, 2025, we have identified material weaknesses in its internal control over financial reporting and there can be no assurances that there will not be material weaknesses in our internal control over financial reporting in the future. Material weakness identified is (1) the sufficiency of resources with an appropriate level of technical accounting and SEC reporting experience, (2) a lack of sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements, and (3) the design and operating effectiveness of IT general controls for information systems that are relevant to the preparation of our consolidated financial statements.
34
Table of Contents
Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, operating results or cash flows. If we are unable to comply with the requirements of the Sarbanes-Oxley Act or conclude that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Securities could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
In addition, failure to implement adequate internal controls or ensure that books and records accurately reflect transactions could result in criminal and civil fines and penalties under the FCPA, as well as related reputational harm and legal fees in defense of such investigations. Any of the foregoing risks could have an adverse effect on our business, financial condition and results of operations.
Even if we develop effective internal control over financial reporting, these controls may become inadequate because of changes in conditions or the degree of compliance with these policies or procedures may deteriorate, and material weaknesses and deficiencies may be discovered in them. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting.
We have made, and will continue to make, changes in these and other areas. In any event, the process of determining whether our existing internal controls are compliant with Section 404 and sufficiently effective will require the investment of substantial time and resources, including by our chief financial officer and other members of our senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete, even more so after we are no longer an “emerging growth company”. In addition, we cannot predict the outcome of this process and whether we will need to implement remedial actions in order to implement effective controls over financial reporting. The determination of whether or not our internal controls are sufficient and any remedial actions required could result in us incurring additional costs that we did not anticipate, including the hiring of outside consultants. We may also fail to complete our evaluation, testing and any required remediation needed to comply with Section 404 in a timely fashion. Irrespective of compliance with Section 404, any additional failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. As a result, we may experience higher than anticipated operating expenses, as well as higher independent auditor fees during and after the implementation of these changes. If we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting or results of operations and could result in an adverse opinion on internal controls from our independent auditors.
We are an “emerging growth company”, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Securities less attractive to investors.
We are an emerging growth company and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:
● furnish two rather than three years of income statements and statements of cash flows in various required filings;
● not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;
● have permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies;
● have reduced disclosure obligations regarding executive compensation in our periodic reports and Annual Report on Form 20-F; and
● have exemptions from the requirements of holding non-binding advisory votes on executive compensation and shareholder approval of any golden parachute payments not previously approved.
35
Table of Contents
We may take advantage some or all of these and other exemptions until we are no longer an “emerging growth company”. We could be an emerging growth company up to the end of the fiscal year in which the fifth anniversary of the completion of our initial public offering, or until the earliest of:
● the last day of the fiscal year in which we have more than $1.235 billion in annual revenue;
● the date we qualify as a “large-accelerated filer,” with at least $700 million of equity securities held by non-affiliates;
● the date we qualify as a “large-accelerated filer,” with at least $700 million of equity securities held by non-affiliates;
● the last day of the fiscal year ending after the fifth anniversary after we become a public company.
We cannot predict if investors will find our Securities less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our Securities less attractive because we rely on any of these exemptions, there may be a less active trading market for our Securities and the market price of our Securities may be more volatile.
Even after we no longer qualify as an emerging growth company, we may qualify as a “smaller reporting company”, which would allow us to take advantage of many of the same exemptions from disclosure requirements (excluding the exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act) and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. However, as a foreign private issuer we are not eligible to use the requirements for smaller reporting companies unless we use the forms and rules designated for domestic issuers and provide financial statements prepared in accordance with generally accepted accounting principles of the U.S. (“U.S. GAAP”). We cannot predict if investors will find our Securities less attractive if we may rely on either of these exemptions. If some investors find our Securities less attractive as a result, there may be a less active trading market for our Securities and our share price may be more volatile.
As a foreign private issuer, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their Annual Report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their Annual Report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, holders of our Securities may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.
As a company incorporated in the BVI, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
We are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer such as us to follow the corporate governance practices of its home country. Certain corporate governance practices in the BVI, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. For instance, we may choose to follow home country practice in lieu of Nasdaq corporate governance listing standards such as:
● have a majority of the Board be independent (although all of the members of the audit committee must be independent under the Exchange Act);
● have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;
● have regularly scheduled executive sessions for non-management directors;
● have annual meetings and director elections; and
● obtain shareholder approval prior to certain issuances (or potential issuances) of securities.
36
Table of Contents
We follow home country practice and are exempt from requirements to obtain shareholder approval for the issuance of 20% or more of our outstanding shares under Nasdaq Listing Rule 5635(d). If, in the future, we choose to follow other home country practices in lieu of Nasdaq corporate governance listing standards (such as the ones listed above), our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers. For more information about our corporate governance practices, please see the subsection of this Annual Report entitled “Item 16.G. Board Practices-Foreign Private Issuer Status.”
As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.
Our corporate affairs are governed by our amended and restated memorandum and articles of association (the “ Public Company Articles”), the BVI Companies Act and the common law of the BVI. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of directors under BVI law are governed by the BVI Companies Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law are largely codified in the BVI Companies Act but are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the U.S. In particular, the BVI has a less exhaustive body of securities laws as compared to the U.S., and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, holders of our Securities may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board or major shareholders than they would as shareholders of a U.S. company.
Our Public Company Articles and the Swvl Shareholders Agreement contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
Our Public Company Articles and the shareholders agreement by and among us and certain of our shareholders (the “Swvl Shareholders Agreement”) contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for our Securities, and therefore depress the trading price. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the incumbent members of our Board or taking other corporate actions, including effecting changes in our management, and may inhibit the ability of an acquiror to effect an unsolicited takeover attempt. Such provisions include, among other things:
● a classified Board with staggered, three-year terms;
● the ability of our Board to issue preferred shares and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval;
● the right of Mostafa Kandil to serve as Chairman of our Board so long as he remains our Chief Executive Officer and to serve as a director so long as he beneficially owns at least 1% of our outstanding shares and his employment has not been terminated for cause;
● until the completion of our third annual meeting of shareholders, commitments by major shareholders to vote in favor of the appointment of our designees to our Board at any shareholder meeting (and, thereafter, to vote in favor of the appointment of Mostafa Kandil or his designee to our Board, subject to specified conditions);
● the limitation of liability of, and the indemnification of and advancement of expenses to, members of our Board;
● advance notice procedures with which shareholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings and delay changes in our Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise from attempting to obtain control of us;
● that directors may be removed only for cause and only upon the vote of two-thirds of the directors then in office;
● that shareholders may not act by written consent in lieu of a meeting;
● the right of our Board to fill vacancies created by the expansion of our Board or the resignation, death or removal of a director; and
37
Table of Contents
● that our Public Company Articles may be amended only by our Board or by the affirmative vote of holders of a majority of not less than 75% of the votes of our shares entitled to vote.
Shareholders may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the jurisdictions in which we operate based on U.S. or other foreign laws against us, our management or the experts named in this Annual Report.
We are a BVI company and substantially all of our assets and operations are located outside of the U.S. In addition, most of our directors and officers reside outside the U.S. and the substantial majority of their assets are located outside of the U.S. As a result, it may be difficult to effect service of process within the U.S. or elsewhere upon these persons. It may also be difficult to enforce judgments in the jurisdictions in which we operate or BVI courts against us and our officers and directors. It may be difficult or impossible to bring an action against us in the BVI if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to whether the courts of the BVI or jurisdictions in which we operate would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such BVI courts or courts in jurisdictions in which we operate would hear original actions brought in the BVI or jurisdictions in which we operate against us or such persons predicated upon the securities laws of the U.S. or any state.
Mail sent to us may be delayed.
Mail addressed to us and received at our registered office is forwarded unopened to the forwarding address supplied by us. None of us, our directors, officers, advisors or service providers (including the organization which provides registered office services in the BVI) bears any responsibility for any delay whatsoever caused in mail reaching the forwarding address. As a result, shareholder communications sent by mail to us may be delayed.
It may be difficult to enforce judgments obtained in the U.S. in BVI.
There is no statutory enforcement in the BVI of judgments obtained in the U.S., however, the courts of the BVI will weigh in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that:
● the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
● the judgment is final and for a liquidated sum;
● the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
● in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
● recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and
● the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
The BVI courts are unlikely:
● to recognize or enforce against us, judgments of courts of the U.S. predicated upon the civil liability provisions of the securities laws of the U.S.; and
● to impose liabilities against us, predicated upon the certain civil liability provisions of the securities laws of the U.S. so far as the liabilities imposed by those provisions are penal in nature.
38
Table of Contents