View:
United States securities and exchange commission logo
November 18, 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. 4 to
Registration
Statement on Form F-4
Filed November 17,
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
November 9, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-4, filed November
17, 2021
Risk Factors
Risks Relating to GHL
"GHL will issue GHL Class A Ordinary Shares . . .", page 111
1. We note your response
to comment 5, and your amended disclosure that the maximum
amount of GHL Class A
Ordinary Shares that would be issued, excluding the transaction
being discussed with
respect to the Digital Banking JV, would not exceed 82.3 million
GHL Class A Ordinary
Shares, which would be equivalent to 2.2% of GHL Ordinary
Shares. You also
disclose that the joint venture partner would, for every $1 billion of
valuation of its stake
in the Digital Banking JV (determined at the time of the closing of
Anthony Tan Ping Yeow
Grab Holdings Limited
November 18, 2021
Page 2
such transaction), be entitled to 100 million GHL Class A Ordinary
Shares, which would
be equivalent to 2.6% of GHL Ordinary Shares. Please clarify whether
the maximum
amount of GHL Class A Ordinary Shares to be issued pursuant to these
transactions
would be $182.3 million, equivalent to 4.8% of GHL Ordinary Shares, or
if you expect the
value of the Digital Banking JV partner to be in excess of $1 billion,
resulting in
additional shares being issued to the partner.
Background of the Business Combination, page 155
2. We note your response to comment 8, including that all relevant
information relating to
pending or potential material litigation matters related to
driver-partners, if any, has been
disclosed in the section entitled "Grab s Business Legal
Proceedings" that begins on
page 297 of Amendment No. 3 and in the "Risk Factors" section.
However, we were
unable to find a description of litigation related to driver-partner
incentives in your "Legal
Proceedings," or "Risk Factors" disclosure. We also note that your
amended disclosure on
page 163 provides additional detail regarding the potential violations
of certain anti-
corruption laws, but is silent as to the pending and potential
litigation matters related to
driver-partner incentives. Please amend your disclosure describe what
specifically the
board considered with respect to material litigation matters related
to driver-partner
incentives, any material discussions about such matters, how the board
evaluated the
potential risks, and how such matters influenced the negotiations and
final terms of the
business combination. Please also disclose elsewhere any material
information relating to
pending or potential litigation matters related to driver-partner
incentives.
Certain Prospective Operational and Financial Information, page 173
3. We note your response to comment 11, and your amended disclosure that
"Grab's
management expects MTUs to increase as such restrictions are eased and
markets
reopen." We also note you disclosure on page 177 that "the impact from
COVID-19 has
previously resulted in certain positive impacts on the deliveries
segment and certain
negative impact on the mobility segment as well as overall volatility in
demand," and on
page 361, which shows that your MTUs for your deliveries segment
increased for the
periods presented in your filing. Please amend your disclosure to
clarify whether you
FirstName LastNameAnthony Tan Ping Yeow
expect both MTUs in your deliveries and mobility segments to increase
once COVID-19
Comapany NameGrab
restrictions Holdings
are eased, or ifLimited
you expect any decreases in deliveries
MTUs to be offset by
increases
November in mobility
18, 2021 Page 2 MTUs.
FirstName LastName
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 18,
November NameGrab
2021 Holdings Limited
November
Page 3 18, 2021 Page 3
FirstName LastName
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,
Division of
Corporation Finance
Office of Trade &
Services
cc: Brian V. Breheny