| Summary of share capital |
9Share capital a. Share capital: In 2023, the Group restructured its authorized shares and issued ordinary shares as detailed below: | (a) | The number of ordinary shares which the Group is authorized to issue has been decreased to 20,000,000 ordinary shares by the consolidation of every 25 ordinary shares of US$0.0001 par value each currently in issue into 1 ordinary share of US$0.0025 par value each; and |
| (b) | the issued ordinary shares have been combined into a small number of shares, resulting in every 25 issued ordinary share being combined into 1 ordinary share with a par value of US$0.0025 each. |
Following the restructuring, the Group is authorized to issue 20,000,000 ordinary shares and 55,000,000 preference shares. The restructuring was approved on 4 January 2023 and became effective on 25 January 2023. The below table sets out the Group’s share structure during the period ended 30 June 2026 and the year ended 31 December 2025: | | | | | | | | | | | At 30 June 2026 | | At 31 December 2025 | | | Authorized | | Issued | | Authorized | | Issued | Class A ordinary shares | | 20,000,000 | | 9,964,344 | | 20,000,000 | | 9,964,344 | Preferred shares | | 55,000,000 | | — | | 55,000,000 | | — | | | 75,000,000 | | 9,964,344 | | 75,000,000 | | 9,964,344 |
| | | | | | | | | | | At 30 June 2026 | | At 31 December 2025 | | | Number | | Share | | Number | | Share | | | of shares | | capital | | of shares | | capital | Issuance of shares in the normal course of business | | 5,191,300 | | 12,976 | | 5,191,300 | | 12,976 | Issuance of shares to Swvl Inc. shareholders | | 3,411,410 | | 8,529 | | 3,411,410 | | 8,529 | Issuance of shares to SPAC shareholders | | 557,960 | | 1,395 | | 557,960 | | 1,395 | Conversion of convertible notes | | 645,018 | | 1,613 | | 645,018 | | 1,613 | Issuance of shares to PIPE investors | | 158,656 | | 397 | | 158,656 | | 397 | Other shares | | — | | — | | — | | — | | | 9,964,344 | | 24,910 | | 9,964,344 | | 24,910 |
9Share capital (Continued) b. Share premium: | | | | | At 30 June 2026 | | | Share Premium | Issuance of shares to shareholders | | 88,873,188 | Conversion of convertible notes | | 145,952,505 | Issuance of share to PIPE investors | | 39,663,603 | Recapitalization costs | | 121,077,329 | Other shares issued during the period | | — | | | 395,566,625 | Less: | | | Costs attributable to the issuance of shares in connection with the business combination | | (8,467,766) | Fair value of earnout shares | | (75,550,455) | | | 311,548,404 | Issuance of shares in the normal course of business | | 42,630,925 | | | 354,179,329 |
| | | | | At 31 December 2025 | | | Share Premium | Issuance of shares to shareholders | | 88,873,188 | Conversion of convertible notes | | 145,952,505 | Issuance of share to PIPE investors | | 39,663,603 | Recapitalization costs | | 121,077,329 | | | 395,566,625 | Less: | | | Costs attributable to the issuance of shares in connection with the business combination | | (8,467,766) | Fair value of earnout shares | | (75,550,455) | | | 311,548,404 | Issuance of shares in the normal course of business | | 42,630,925 | | | 354,179,329 |
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