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
                                                            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

       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
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         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
"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
         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
 Anthony Tan Ping Yeow
FirstName LastNameAnthony   Tan Ping Yeow
Grab Holdings Limited
Comapany 9,
November  NameGrab
             2021    Holdings Limited
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         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
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
      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
      variability in MTUs suggests that disclosure of MTUs by segment, with
      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

FirstName LastNameAnthony Tan Ping Yeow
                                                             Division of
Corporation Finance
Comapany NameGrab Holdings Limited
                                                             Office of Trade &
November 9, 2021 Page 4
cc:       Brian V. Breheny
FirstName LastName