(1)	Represents shares held through Didi Global Inc., formerly known as Xiaoju Kuaizhi Inc., and Marvelous Yarra Limited, a wholly owned subsidiary of Didi Global Inc.
(2)	Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth in Row 9 by (b) all of the Issuer’s Class A ordinary shares and Class B ordinary shares, as converted only for the purpose of computing the percentage ownership of the Reporting Persons and reported by the Issuer on Form 424(b)(3) filed with the Commission on November 19, 2021.
(3)	Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to forty-five votes.

  

1	NAME OF REPORTING PERSON Marvelous Yarra Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER —
	6	SHARED VOTING POWER 280,175,307
	7	SOLE DISPOSITIVE POWER —
	8	SHARED DISPOSITIVE POWER 280,175,307

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,175,307(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%(2)(3)
12	TYPE OF REPORTING PERSON CO

 

(1)	Represents shares held through Didi Global Inc., formerly known as Xiaoju Kuaizhi Inc., and Marvelous Yarra Limited, a wholly owned subsidiary of Didi Global Inc.
(2)	Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth in Row 9 by (b) all of the Issuer’s Class A ordinary shares and Class B ordinary shares, as converted only for the purpose of computing the percentage ownership of the Reporting Persons and reported by the Issuer on Form 424(b)(3) filed with the Commission on November 19, 2021.
(3)	Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to forty-five votes.

  

ITEM 1.

(a)

Name of Issuer:

Grab Holdings Limited (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

3 Media Close, #01-03/06, Singapore 138498.

ITEM 2.

(a)

Name of Person Filing:

This Schedule 13G is being filed by Didi Global Inc. and Marvelous Yarra Limited (each a “Reporting Person”, and collectively, the “Reporting Persons”).

(b)

Address of Principal Business Office, or if None, Residence:

The address of the Reporting Persons is No. 1 Block B, Shangdong Digital Valley, No. 8 Dongbeiwang West Road, Haidian District, Beijing, People’s Republic of China.

(c)

Citizenship or Place of Organization:

See row 4 of the cover pages to this Schedule 13G.

(d)

Title of Class of Securities:

This Schedule 13G relates to the Issuer’s Class A ordinary shares, par value $0.000001 per share.

(e)

CUSIP Number:

G4124C109

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
o	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

ITEM 4.

OWNERSHIP.

The information with respect to the Reporting Persons’ ownership is incorporated by reference to items (5) - (9) and (11) of the cover pages to this Schedule 13G for the Reporting Persons, respectively.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ☐

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not Applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not Applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.

ITEM 10.

CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2021

	Didi Global Inc.
	By: /s/ Will Wei Cheng
	Name: Will Wei Cheng
	Title: Chairman of the Board of Directors and Chief Executive Officer

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2021

	Marvelous Yarra Limited
	By: /s/ Will Wei Cheng
	Name: Will Wei Cheng
	Title: Director

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of December 2021.

 

 

Didi Global Inc.     By: /s/ Will Wei Cheng Name: Will Wei Cheng   Title: Chairman of the Board of Directors and Chief Executive Officer     Marvelous Yarra Limited     By: /s/ Will Wei Cheng  Name: Will Wei Cheng  Title: Director