United States securities and exchange commission logo

                              November 16, 2021

       Anthony Tan Ping Yeow
       Chief Executive Officer
       Grab Holdings Limited
       7 Straits View, Marina One East Tower, #18-01/06
       Singapore 018936

                                                        Re: Grab Holdings
                                                            Amendment No. 2 to
Statement on Form F-4
                                                            Filed October 18,
                                                            File No. 333-258349

       Dear Mr. Tan Ping Yeow:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 13, 2021 letter.

       Amendment No. 2 to Registration Statement on Form F-4 filed October 18,

       Risk Factors, page 55

   1.                                                   Please revise to
present a separate risk factor discussing your use of incentives and
                                                        the related risks to
your business and results of operations. Please quantify your incentive
                                                        payments in the past
two fiscal years and six months ended June 30, 2021 and clearly
                                                        illustrate the impact
on revenue during those periods, including that incentives have
                                                        exceeded commissions
and fees such that you have reported negative revenue. Please also
                                                        specify that despite
the use of significant incentives, the current number of users is below
                                                        the number of users at
the end of 2019 and has stagnated in recent periods. Please discuss
                                                        the risk that any
future decrease in your use of incentives may result in decreased growth
 Anthony Tan Ping Yeow
Grab Holdings Limited
November 16, 2021
Page 2
      in the number of users or an overall decrease in the number of users,
which would
      negatively impact your financial condition and results of operations.
Please also discuss
      whether your ability to become profitable is dependent on your ability to
phase out the use
      of incentives. Please include similar disclosure elsewhere throughout the
prospectus as
      appropriate, including in the Summary of the Proxy Statement/Prospectus
and in
      Management's Discussion and Analysis.
Grab Management's Discussion and Analysis
Results of Operations, page 338

2.    In each of your period-to-period discussions, you attribute increases in
revenue in both
      deliveries and mobility to the optimization of driver- and
merchant-partner incentives
      and/or consumer incentives. Please revise to explain what you mean by
      and clarify if this simply means you paid less in incentives. Please
separately quantify the
      amount of each type of incentive paid in the deliveries segment and the
mobility segment
      for each of your period-to-period discussions so that investors can
better understand how
      incentives influenced your financial results. Please also explain why
consumer incentives
      increased for the six months ended June 30, 2021 as compared to June 30,
3.    We note that GMV for mobility decreased from $1.5 billion in the six
months ended June
      30, 2021, compared to $1.6 billion in the six months ended June 30, 2020,
which you
      attribute to reduced demand for mobility offerings due to COVID-19 and
      government orders and closures relating to COVID-19. However, we note
that revenue
      increased period-over-period. Please quantify and explain specifically
how driver-partner
      incentives and fees as well as consumer incentives led to the increase in
revenue despite
      reduced demand. Please also quantify the demand for each period
discussed, and explain
      why the impact of COVID-19 was greater in June 30, 2021 as compared to
June 30, 2020,
      as is suggested by your disclosure. Please similarly revise your
disclosure of mobility
      revenue in 2020 compared to 2019 which is discussed on page 343.
       You may contact Abe Friedman at (202) 551-8298 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Erin Jaskot at (202) 551-3442
with any other

FirstName LastNameAnthony Tan Ping Yeow
                                                            Division of
Corporation Finance
Comapany NameGrab Holdings Limited
                                                            Office of Trade &
November 16, 2021 Page 2
cc:       Brian V. Breheny
FirstName LastName