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United States securities and exchange commission logo
November 9, 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. 2 to
Registration
Statement on Form F-4
Filed October 18,
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
October 13, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-4
Questions and Answers about the Proposals
What vote is required to approve the proposals . . ., page 17
1. Please disclose the
number of shares of ACG shares entitled to vote to approve the
proposals after taking
into account those shareholders who have entered into an agreement
to vote their shares in
favor of the proposals.
Organizational Structure, page 32
2. We note your disclosure
that the Articles of Incorporation and the By-Laws of Grab PH
Holdings Inc. are in
the process of being amended to include the provisions of the
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 9,
November NameGrab
2021 Holdings Limited
November
Page 2 9, 2021 Page 2
FirstName LastName
Investment Agreement between Grab and its local partner, and is
currently pending
approval from the Philippines Securities and Exchange Commission.
Please amend your
filing to discuss the risks, if any, related to the pending status of
the amended Articles of
Incorporation and By-Laws.
Risk Factors
"Grab is subject to risks associated with strategic alliances and
partnerships.", page 71
3. Please tell us why you removed the risk factor disclosure outlining
the risks associated
with respect to Grab's shareholding in the entity through which it
holds its interest in
OVO.
"The Business Combination may be completed even though . . .", page 106
4. We note your response to comment 8, and your amended disclosure on
pages 107 and
139. Given that the "Grab Disclosure Letter" is a defined term
highlighted in your filing,
please amend your disclosure to clearly explain: (1) the purpose of
the Grab Disclosure
Letter; (2) when you entered into the Grab Disclosure Letter; and (3)
the material terms
contained in the Grab Disclosure Letter. While your current disclosure
explains how
Section 1.1 of the letter functions and that the letter contains
material terms that are also
contained in the proxy statement/prospectus, the circumstances
surrounding the letter, its
purpose, and its terms, remain unclear.
Risks Relating to GHL
"GHL will issue GHL Class A Ordinary Shares . . .", page 110
5. We note your amended disclosure that Grab is exploring plans under
which the shares that
certain strategic partners and investors of Grab hold in certain
subsidiaries or joint
ventures of Grab would be exchanged, and investors would ultimately
receive GHL Class
A Ordinary Shares. Further, "Grab has started preliminary discussions
with some of these
strategic partners and investors, but has not finalized or committed
to a plan." Please
disclose the maximum amount of GHL Class A Ordinary shares that would
be issued if all
strategic partners and investors participated in this exchange. Please
confirm that, if Grab
finalizes or commits to a plan with any of these strategic partners or
investors prior to
requesting acceleration of the current F-4, the company will file a
pre-effective
amendment describing the plan(s).
Background of the Business Combination, page 155
6. We note your response to comment 10, and your amended disclosure on
page 155.
However, your amended disclosure is not completely responsive to our
comment. Please
amend your disclosure to discuss the reasons specific to each party
for why they were
ultimately not pursued by the board.
7. We note your amended disclosure that "$6.8 million will be disbursed
among J.P.
Morgan, Morgan Stanley, Evercore and UBS upon the consummation of the
Business
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 9,
November NameGrab
2021 Holdings Limited
November
Page 3 9, 2021 Page 3
FirstName LastName
Combination, subject to AGC Board's discretion, with the exact
allocation to be
determined closer to the closing of the Business Combination." Please
disclose the
services for which each of the aforementioned entities will receive a
portion of this $6.8
million, and describe the factors the board will consider in
determining the allocation.
Please also disclose the basis for the additional $8.2 million in fees
the board can pay at its
discretion.
8. We note your amended disclosure that the AGC board considered certain
pending and
potential litigation matters, including those related to
driver-partner incentives and the
investigation relating to potential violations of certain
anti-corruption laws related to its
operations in one of the countries in which it operates and has
voluntarily self-reported the
potential violations to the U.S. Department of Justice." Please
describe what specifically
the board considered with respect to these matters, 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.
9. We note your response to comment 12, and your amended disclosure that
"Each of the
diligence materials were prepared in connection with the transaction
and therefore
materially related to the transaction." In this regard, please provide
the disclosures
required by Item 14(b)(6) of Schedule 14A and Item 1015(b) of
Regulation M-A, or tell
us why you believe you are not required to do so. Please also discuss
any material issues
in the diligence reports and the discussions related to such issues,
including how they
impacted negotiations.
10. We note your revisions in response to comment 13, however your
disclosure continues to
list the topics discussed at the meetings without explaining what was
considered and
discussed about such topics and how they were considered or evaluated
by the board. As
one example only, where you state that the board evaluated the
sufficiency of Grab's
protection of its brand value and technology, as well as the potential
for infringement or
competition, you do not identify what particular technology or core
assets you were
referring to, the specific risk of infringement or competition, or how
it could adversely
impact Grab. Please revise accordingly.
Certain Prospective Operational and Financial Information, page 169
11. You disclose on page 171 that the projections are based on assumptions
of an increasing
number of users of Grab's services, increasing transaction frequency
and spend per
transaction, and that incentives as a percentage of GMV will continue
to decline. Please
quantify such assumptions so that investors are able to evaluate
whether such assumptions
are consistent with past trends. Please also explain why you believe
that you will have an
increasing number of users given that MTUs for recent periods appear
to be stagnant and
are below the MTUs for 2019.
Anthony Tan Ping Yeow
Grab Holdings Limited
November 9, 2021
Page 4
Corporate Structure, page 296
12. Please identify the "local partners" referenced in this section, or tell
us why you believe
you are not required to do so.
Key Operating Metrics, page 349
13. We are still reviewing your response to comment 34 and may have
additional comments.
Monthly Transacting Users, page 350
14. We note your response to comment 33 and your statement that "MTU data
regarding
specific products and offerings is less useful as a reflection of
consumer engagement and
business performance since such data is highly variable and influenced by
a wide range of
factors, such as seasonal weather patterns and COVID-19." However, the
significant
variability in MTUs suggests that disclosure of MTUs by segment, with
appropriate
narrative disclosure explaining the reasons for changes in the number of
MTUs, would be
helpful for an investor to understand how changes in demand in the
mobility segment
versus the delivery segment impact the company's financial results. In
addition, we note
that MTUs remain below MTUs for the year ended December 31, 2019, but
without MTU
data by segment it is unclear how, and to what extend, this is due to
decreases or
stagnation in delivery MTUs or mobility MTUs. Please revise accordingly.
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
November 9, 2021 Page 4
cc: Brian V. Breheny
FirstName LastName