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United States securities and exchange commission logo
October 13, 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
Limited
Amendment No. 1 to
Registration
Statement on Form F-4
Filed September 13,
2021
File No. 333-258349
Dear Mr. Tan Ping Yeow:
We have reviewed your amended registration statement and have the
following
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
response.
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
September 1, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4
Cover Page
1. We note your response
to comment 2 and your amended disclosure on the cover page.
However, your amended
disclosure is not completely responsive to our comment. Please
amend your disclosure
here and in the Letter to Shareholders to clarify which parties are
included in the
categories of "Sponsor and Certain AGC Directors" and "Sponsor Related
Parties," as described
on page 36.
Summary of the Proxy Statement/Prospectus, page 28
2. We note your response
to comment 7 and your amended disclosure on page 315. Please
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany
October 13,NameGrab
2021 Holdings Limited
October
Page 2 13, 2021 Page 2
FirstName LastName
amend your disclosure here and throughout your prospectus to provide
similar disclosure
to that on page 315, so that holders can better understand the
significance of your
operations and risks you present throughout your filing, and the
potential of such risks to
materially impact your business and financial condition.
3. We note your response to comment 8 and your amended disclosure on
pages 231, 306,
307, 312 and 315. To provide context for investors regarding the
discussion of your
business and risks to your business, please amend the disclosure in
your prospectus
summary and throughout your filing as appropriate to include similar
disclosure to that
provided in the amended disclosure in the above-referenced pages.
Risk Factors
"Grab faces intense competition . . .", page 55
4. We note your response to comment 13 and your amended disclosure on
page 55; however,
your disclosure is not completely responsive to our comment. Please
amend your
disclosure to describe how the suspension and expiration of the
non-competition
agreement with Didi has materially affected or is anticipated to
materially affect your
business moving forward. As a related matter, we note your response
describing your
strategic agreement with Uber, including that "[t]he Company considers
the term and
geographical scope of the non-competition provision to be the only
term from its non-
competition arrangements with Uber Technologies that would be material
to shareholders
and investors." Therefore, it appears that your non-competition
agreement with Uber is a
material agreement, and should be filed with your registration
statement pursuant to Item
601(b)(10) of Regulation S-K.
"Grab's business is subject to numerous legal and regulatory risks . . .", page
56
5. We note your response to comment 14 and the following amended
disclosures: "it is
possible that Grab Thailand could be deemed to be a 'critical
information infrastructure
organization,' which could subject it to more stringent cybersecurity
requirements and
oversight;" and "in Malaysia, in order for Grab to operate GrabExpress
on a nationwide
scale, Grab is required to obtain a Class B license. However, Grab's
application for such
license was rejected due to a moratorium on new applications." Please
amend your
disclosure to provide additional detail regarding the specific impact
of the more stringent
cybersecurity requirements and oversight, and the rejection of the
Class B license, on your
business and operations.
"Grab's entry into digital banking in Singapore . . .", page 71
6. We note your response to comment 19 including that your agreement with
Singtel does
not currently have any revenue-generating operations. However, you
also note that
certain terms of the agreement, including the S$1.5 billion
(approximately $1.1 billion) in
minimum paid-up capital as well as provision for retained losses
(resulting in a total
commitment by the Company and Singtel of S$1.93 billion or
approximately $1.44
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany
October 13,NameGrab
2021 Holdings Limited
October
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billion), your potential indemnification requirements and the risks
resulting from Singtel's
put and call options, are "key terms" for investors, which suggests
that this is a material
contract pursuant to Item 601(b)(10) of Regulation S-K. Please file
the agreement as an
exhibit to your registration statement, or explain why you believe you
are not required to
do so.
"Industry data, forecasts and estimates . . .", page 85
7. We note your revisions in response to comment 25, however the last
sentence of the risk
factor continues to state that projections and forecasts may be
inaccurate and should not
be relied upon. Please revise to remove this disclaimer.
"The Business Combination may be completed even though . . .", page 105
8. We note your response to comment 29 and your amended disclosure on
page 106.
However, we are unable to find disclosure describing the contents of
the Grab Disclosure
Letter in your filing. Please amend your disclosure here and as
appropriate throughout the
filing to describe the matters set forth in the Grab Disclosure
Letter.
The Business Combination Proposal
The Business Combination Agreement
Representations and Warranties, page 133
9. We note your response to comment 32 and your amended disclosure
generally describing
the representations and warranties of the parties, but with separate
headings for each
party. As requested in our prior comment, please amend your disclosure
to describe
the specific material representations and warranties of Grab, AGC,
GHL, AGC Merger
Sub and Grab Merger Sub, rather than describing the same as
"customary" and otherwise
providing a general description.
Background of the Business Combination, page 149
10. We note your response to comment 36 and your amended disclosure
throughout this
section discussing some of the alternative parties. In particular, we
note the following
disclosures: (1) "As of February 24, 2021, Grab received bids from
four potential business
combination counterparties that included AGC, Company A, Company B and
Company C
('Potential Bidders');" (2) "On February 28, 2021, Evercore arranged
for AGC, Company
A and Company B to present their respective proposals to Grab's
management;" and (3)
"On March 4, 2021, representatives of Evercore presented a summary of
the bids received
to Grab's board of directors, and also arranged for AGC and Company A
to present their
proposals to Grab's board of directors thereafter." Please amend your
disclosure to clarify
why Company C did not present its proposal to the board, and when and
why companies
B and C were eliminated from potential consideration.
11. We note your response to comment 39 and your amended disclosure that
the fees you
have quantified in your disclosure do not include "other fees payable
to such advisors in
Anthony Tan Ping Yeow
Grab Holdings Limited
October 13, 2021
Page 4
other capacities in connection with the Business Combination." We also
note that the
amounts disclosed are "at least" the amounts each entity will be paid.
Please describe and
quantify the other fees payable to these advisors in connection with
the Business
Combination, and the maximum aggregate amount they will be paid for
their services.
12. We note your response to comment 42 and your amended disclosures on
pages 151
through 155, particularly your disclosure that "In connection with
considering risks
applicable to Grab and the transaction, the AGC Board and its
representatives reviewed
diligence reports prepared by outside advisors and discussed the
findings contained
therein with such outside advisors throughout the time period leading
up to approval of
the Business Combination." Please identify the "outside advisors"
referenced in this
disclosure, and tell us whether their diligence reports were reports
materially related to the
transaction.
13. We note your response to comment 43 and your amended disclosure on
page 155.
However, your amended disclosure is not completely responsive to our
comment. While
you specifically describe the considerations by the AGC board with
respect to Grab's large
addressable market in Southeast Asia, you describe the other issues
discussed at these
meetings generally. Please amend your disclosure to expand upon the
various matters
discussed and considered by the AGC board between March 5, 2021 and
the time of the
AGC Board approval of the Business Combination Agreement, including
the specific
financial, tax, intellectual property, technology, regulatory,
litigation, corporate (including
material contracts), and labor and employment matters considered by
the board. Your
disclosure should address the specifics discussed at each meeting,
rather than provide a
general discussion of what happened at these meetings overall.
Additionally, where you
discuss these matters, please describe the negotiations related to
these matters, including
what in particular was discussed, each party's position on such
issues, and how you
reached agreement on the final terms. Make conforming changes
throughout this section.
14. Please expand your disclosure regarding the April 3, 2021 discussion
between Grab and
AGC to disclose the feedback received from certain prospective PIPE
investors and how it
impacted the pricing negotiations.
AGC's Board of Directors' Reasons for the Approval . . ., page 158
15. We note your revisions in response to comment 46. Please revise to list
all companies
used in the comparable companies analysis, the multiples for each
company in the
analysis as well as the financial data used to derive such multiples,
and explain how this
analysis was applied to determine the valuation for each of Grab's
segments. Please
disclose the selection criteria and how you considered different factors
such as stage of
FirstName LastNameAnthony Tan Ping Yeow
life cycle and financial leverage when selecting the comparable
companies. Please
Comapany NameGrab
disclose whetherHoldings Limitedmeeting the selection criteria were
excluded from the
any companies
Octoberanalysis.
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Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany
October 13,NameGrab
2021 Holdings Limited
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Certain Prospective Operational and Financial Information, page 162
16. We note your response to comment 48; however, it is unclear how your
revenue
recognition reassessment related to the OVO points program impacted
your projections
for the financial services segment. Please tell us what consideration
your management has
given to updating or correcting these projections to present investors
with current and
reliable disclosure about Grab's prospective financial performance.
17. As a related matter, we note your amended disclosure on page 166,
including that "given
the evolving situation with respect to the Delta variant and the
unknown impact of
possible additional variants . . . Grab is not updating the
Projections for 2021, 2022 and
2023 at a segment level, nor is Grab updating the Projections for
Contribution Profit for
2021, 2022 and 2023, and as such, Projections at a segment level and
for Contribution
Profit should no longer be relied upon." Please amend your disclosure
to clarify why
management was able to update the projections for GMV, Adjusted Net
Revenue, and
EBITDA, but not for segment level projections or projections for
Contribution Profit. In
your discussion, please provide disclosure about management's current
views on the
updated projections and the company's ability to meet these
projections, and disclose
whether and how the updated projections and lack of reliability of the
former projections
impacted management's recommendation in favor of the business
combination. Please
also disclose the material assumptions that were relied upon in
updating the projections
for GMV, Adjusted Net Revenue, and EBITDA, including those related to
the COVID-19
pandemic, and provide additional detail regarding the process
undertaken to formulate
these particular assumptions, such as the parties involved and the
sources relied upon.
18. We note your response to comment 49 and your amended disclosure in the
narrative
discussion and footnotes to the table on page 163. However, your
presentation is still
unclear. To provide meaningful clarity for investors, please present
the Pre-Interco and
segment data in a standalone table, or tell us why you are presenting
it in a footnote. In
your narrative disclosure, please clarify for investors why you are
presenting Pre-
InterCo data and disclose how Pre-InterCo segment data helps to show
the extent to which
Grab's offerings are in use across the Grab platform and ecosystem.
19. It appears your EBITDA projection includes adjustments which are
beyond those which
are typical in calculating EBITDA, and differs from your non-IFRS
EBITDA calculation.
Please revise your EBITDA projection title, here and elsewhere where
shown, so as not to
be confused with EBITDA as typically calculated.
The Governing Documents Proposal, page 174
20. Please revise to describe the reasons for the amendments to the
governing documents and
the general effects upon the rights of existing holders.
Grab's Business, page 230
21. We note that you present financial information and other operational
information
Anthony Tan Ping Yeow
Grab Holdings Limited
October 13, 2021
Page 6
throughout your filing. In many cases you provide a description of the
financial
information prepared in accordance with IFRS as issued by the IASB
that is followed by
charts and graphs that depict other operational information, including
metrics. Please
revise your discussion of financial information throughout your filing
so it is presented in
a way that is balanced when compared to your presentation of other
operational
information, such that metrics and the discussions of operational
information enhances
your discussions of financial information prepared in accordance with
IFRS as issued by
the IASB.
Our Business Model, page 255
22. Please tell us and revise your graphical illustrations of the
economics of a typical
deliveries order and a typical ride to illustrate how the figures
correspond to the Gross
Merchandise Value (GMV) and Gross Billings resulting from those
transactions so that
investors can more clearly understand how each of these measures is
derived.
23. Please explain in detail the source of the information you gather to
calculate your Gross
Merchandise Value (GMV) and Gross Billings as metrics on both a
consolidated and
segment basis. Additionally, please tell us what information is shared
with each party to
your transactions, including, but not limited to the consumer,
driver-partner and merchant-
partner.
24. We note your response to comment 73. Please tell us why you believe
your illustrations
are reflective of the size and distribution of incentives on a typical
delivery order and
mobility ride. In this regard, we note your illustration presents
customer incentives as 20%
and 29% of total incentives on delivery orders and mobility rides,
respectively.
However, your incentives disclosed on pages 315 and 317 appear to show
customer
incentives as ranging between 50% to 58% of total incentives for the
most recent annual
and interim periods.
25. In your example on page 256, please clarify how you arrived at a GMV
of $21.00, when
the components listed add to $22.20.
Superapp Ecosystem with Strong Synergies
Encourage consumers to use the Grab platform, page 259
26. We note your response to comment 70. Please revise to disclose your
usage of incentives
to encourage consumers' use of Grab's platform.
GMV per Consumer by Cohort, Indexed to Year 1, page 260
FirstName LastNameAnthony Tan Ping Yeow
27. Please clarify your reference in the chart on page 260 to "Cohort GMV
growth in 2020
Comapany NameGrab
despite COVID Holdings
impact." Limited
It appears that this chart is references
cohort growth indexed by
Octoberyears, rather
13, 2021 than6 solely in 2020.
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FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany
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2021 Holdings Limited
October
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Legal Proceedings, page 276
28. We note your response to comment 60. With respect to your legal
proceedings disclosure,
please address the following:
We note your disclosure that "We have been, and are currently,
involved in a number
of actions brought by government authorities and third parties,
alleging violations of
competition laws, consumer protection laws, data protection laws
and other laws. We
dispute any allegations of wrongdoing and intend to continue to
defend ourselves
vigorously in these matters" (emphasis added). However, you
provide only one
example of these actions. Please amend your disclosure to include
a description of all
of the material government and third party actions referenced in
your disclosure.
Ensure that your disclosure for such proceedings explains the
specific impact of an
outcome or decision that is adverse to Grab.
Provide a discussion of all of the material personal injury
actions to which you are a
party, rather than providing one example. Ensure that your
disclosure for such
proceedings explains the specific impact of an outcome or
decision that is adverse to
Grab.
We note your disclosure that "We are currently involved in a
number of . . . actions
filed by individual driver-partners seeking damages for wrongful
termination. In
addition, we are also regularly subject to claims, lawsuits,
arbitration proceedings,
administrative actions, government investigations and other legal
and regulatory
proceedings seeking to hold us liable for the actions of
independent contractors on
our platform." Please amend your disclosure to provide a complete
description of
any material driver-partner and other actions referenced in your
disclosure. Ensure
that your disclosure for such proceedings explains the specific
impact of an outcome
or decision that is adverse to Grab.
We note your disclosure that "In late 2018, a taxi driver filed
a claim against a Thai
regulator alleging that the Thai regulator omitted and neglected
to perform its duties
by allowing Grabtaxi (Thailand) Co., Ltd. to operate GrabCar.
Grabtaxi Thailand is a
co-defendant in this case. The case is still pending." Please
describe the specific
impact of an outcome or decision in this matter that is adverse
to Grab.
Corporate Structure, page 280
29. Please revise the corporate structure diagram here and in the Summary
to indicate the
jurisdiction of incorporation for the entities in the diagram, and to
separately indicate
ownership interests that are direct versus ownership interests that
are through contractual
arrangements. Please increase the font so that the diagram is legible.
Please also
supplementally confirm that there are no restrictions on foreign
investment or ownership
Anthony Tan Ping Yeow
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Grab Holdings Limited
Comapany
October 13,NameGrab
2021 Holdings Limited
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in the other Southeast Asia regions, such as Singapore and Malaysia,
that require you to
conduct business through consolidated affiliated entities.
30. We note your responses to comments 10 and 26, and your amended
disclosure generally
describing your agreements with your operating companies here and in
your
Organizational Structure disclosure on page 32. Your amended
disclosure
describes generally the types of agreements Grab has entered into to
control and operate
its consolidated affiliated entities. Please amend your disclosure to
describe the specific
agreements, including material terms and parties thereto, for each of
Grab's material
consolidated affiliated entities. In this regard, while you
specifically describe some of the
agreements Grab has entered into to control these entities in the
relevant geographical
market, we were unable to find a description of the other material
agreements. Finally,
please file these agreements as exhibits to your registration
statement, as well as any other
material agreements giving Grab control of its operations in Thailand,
Indonesia,
Vietnam, and the Philippines.
Regulatory Environment, page 284
31. We note your response to comment 61, including that you have amended
the disclosure in
this section to identify the material effects of the regulations
discussed on your business.
However, it appears that your amended disclosure merely states that
the company is
"subject to" the relevant regulations. Please amend your disclosure to
provide a more
detailed discussion of the material effects of non-compliance with the
relevant regulations
on your business. Please also amend your disclosure to provide, as you
do in your
response, that "except as disclosed, it believes it is in material
compliance with the
referenced regulations and there is not currently a known material
risk of noncompliance."
Grab Management's Discussion and Analysis, page 305
32. We note that you have presented separate discussions of your Results
of Operations, Key
Non-IFRS Financial Measures and your Key Operating Metrics on both a
consolidated
and segment basis. We further note that unlike your discussion of the
information
presented in your primary financial statements prepared under IFRS as
issued by the
IASB, your separate discussions of Key Non-IFRS Financial Measures and
Key Operating
Metrics include extensive charts and graphs that do not appear to
focus on or supplement
the information presented in your primary financial statements on
either a consolidated or
segment basis. Please revise your presentation of Key Non-IFRS
Financial Measures and
Key Operating Metrics so that this information enhances an
understanding of the
information presented in your primary financial statements. Refer to
Instruction 2 to Item
5 of Form 20-F.
Financial and Operational Highlights, page 306
33. We note your response to comment 66 and your amended disclosure
throughout the filing;
however, your amended disclosure and response are not completely
responsive to our
Anthony Tan Ping Yeow
Grab Holdings Limited
October 13, 2021
Page 9
comment. Please disclose the MTUs for each segment in the financial
periods presented
so that investors are aware of the trend in each segment, or tell us
why you do not believe
you are required to do so. Make conforming changes to your disclosure
on page 341.
34. We note your response to comment 69. Please address each of the
following.
We note that your definition of Gross Billings describes it as
being the total dollar
value attributable to Grab from each transaction. Please explain
how this amount is
measured and what you mean when you state that it is attributable
to Grab.
We have considered your response with respect to your
conclusion that Adjusted Net
Sales is now a metric and continue to be unclear about the basis
for your conclusion.
Accordingly, we believe you should remove your disclosures of
Adjusted Net Sales.
Refer to Question 100.04 of the staff s Compliance and
Disclosure Interpretations on
Non-GAAP Financial Measures and Rule 100(b) of Regulation G.
Our ability to continue to optimize driver- and merchant-partner and consumer
incentives, page
309
35. We note your response to comment 74 and your amended disclosure that
"in 2019,
incentives accounted for $2.1 billion (24% of GMV) across mobility and
deliveries
segment whereas in the first half of 2021, this number dropped to $668
million (13% of
GMV)." Please provide the same data for fiscal 2020.
Comparison of the Six Months Ended June 30, 2021 and 2020
Revenue
Mobility revenue, page 313
36. We note your response to Comment 75. Please provide similar discussion
to quantify the
impacts to your results from your different offerings included within
your Mobility
segment for the six months ended June 30, 2021 and 2020.
Comparison of the Years Ended December 31, 2020 and 2019
Net finance costs, page 317
37. We note your response to comment 76. Please further revise your
disclosure here, and for
the interim periods presented, to discuss the extent of your
convertible redeemable
preference share issuances for the periods presented and quantify the
related impacts to
your Finance costs.
Liquidity and Capital Resources, page 327
FirstName LastNameAnthony Tan Ping Yeow
38. We note you provide a discussion of your cash flows for the six months
ended June 30,
Comapany
2021NameGrab
and 2020. Holdings Limited
Please provide similar discussion for all periods
presented in your
Octoberfiling. Refer
13, 2021 to Item
Page 9 5 of Form 20-F.
FirstName LastName
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany
October 13,NameGrab
2021 Holdings Limited
October
Page 10 13, 2021 Page 10
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Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 342
39. Please revise to show here, and elsewhere that you present this
information, the potential
impact of redemptions on the per share value of the shares owned by
non-redeeming
shareholders by including a sensitivity analysis that shows minimum,
maximum and
interim redemption levels.
40. We note your response to prior comment 77 and we reissue the comment.
Please include
disclosure in this section discussing the effective underwriting fee
on a percentage basis
for shares at each redemption level.
Beneficial Ownership of Securities, page 367
41. We note your response to comment 82 including that SB Investment
Advisers (UK)
Limited ( SBIA UK ) has been appointed as the alternative
investment fund manager of
SVF Investments (UK) Limited, and investment and divestment decisions
for securities
held by SVF Investments (UK) Limited are made by the investment
committee of SBIA
UK which has three voting members. Please amend your disclosure to
identify the three
natural persons on the investment committee of SBIA UK.
Certain Relationships and Related Persons Transactions
Amendment to Subscription Agreement with SVF Investments (UK) Limited, page 373
42. Please file the SVF Subscription Agreement as an exhibit to your
registration statement or
tell us why you believe you are not required to do so. See Item
601(b)(10) of Regulation
S-K. Please also tell us whether SVF will complete its expected
purchase of 32,452,254
Grab Shares prior to the closing of the business combination, and
whether the percentage
of total outstanding shares held by certain parties after the offering
includes the additional
Grab shares.
Item 21. Exhibits and Financial Statement Schedules, page II-2
43. Please amend your footnotes to the exhibit index to appropriately
disclose why certain
information has been omitted from relevant exhibits. See Items
601(b)(2) and 601(b)(10)
of Regulation S-K.
Exhibit 99.3
Exhibit 99.4, page II-3
44. We note the disclosure in Exhibit 99.3 that "This opinion is being
delivered solely to you
and for the benefit of your legal advisers and may not be relied upon
in any manner or for
any purpose by any other person without our prior written consent. It
is not to be
transmitted to anyone else nor is it to be relied upon by anyone else
or for any other
purpose or quoted or referred to in any public document or filed with
anyone without our
Anthony Tan Ping Yeow
Grab Holdings Limited
October 13, 2021
Page 11
prior written consent," and the disclosure in Exhibit 99.4 that "This
opinion is solely for
your benefit and may not be relied upon or quoted in any manner or for
any purpose by
any other person without our express written consent." Both of these
statements are
impermissible limitations, and investors are permitted to rely upon these
opinions.
Therefore, please amend these exhibits to remove the referenced language.
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
questions.
Sincerely,
FirstName LastNameAnthony Tan Ping Yeow
Division of
Corporation Finance
Comapany NameGrab Holdings Limited
Office of Trade &
Services
October 13, 2021 Page 11
cc: Brian V. Breheny
FirstName LastName