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United States securities and exchange commission logo
September 1, 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
Registration
Statement on Form F-4
Filed August 2,
2021
File No. 333-258349
Dear Mr. Tan Ping Yeow:
We have reviewed your 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.
Registration Statement on Form F-4
Cover Page
1. We note your disclosure
that it is expected that Mr. Tan will hold approximately 66.11%
of the total voting
power of all issued and outstanding GHL Ordinary Shares voting
together as a single
class immediately following the consummation of the Business
Combination, based on
certain assumptions. We also note your disclosure on page 14 that
"Mr. Tan, by virtue of
his holding approximately 66.11% of that total voting power, will
effectively have the
ability to elect the entire GHL board of directors." Please amend the
disclosure on your
cover page to describe the extent to which Mr. Tan will have the ability
to control matters
requiring shareholder approval, including the election of directors and
the amendment of
organizational documents.
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 2 1, 2021 Page 2
FirstName LastName
2. Please revise here and in the Letter to Shareholders to state the
economic and voting
interests that will be held by the AGC public shareholders, the Grab
shareholders
(excluding the Key Executives), the PIPE investors, the Sponsor, and
the Key Executives
following completion of the business combination. Please include total
potential
ownership interest in the combined company, assuming exercise and
conversion of all
securities, including any forward purchase securities and the total
potential securities that
could be issued pursuant to the backstop agreement. Please also
clarify which parties are
included in the categories of "Sponsor and Certain AGC Directors" and
"Sponsor Related
Parties," as described on page 13. We also note that the ownership
interests assume that
all remaining Grab Options are exercised for cash, all outstanding
Grab RSUs vest, and all
remaining Grab Ordinary Shares available for grant under the Grab 2018
Plan are granted
to employees other than the Key Executives, in each case prior to the
completion of the
business combination. Please tell us the likelihood that these events
will occur prior to the
completion of the business combination. If you are unsure that such
events will occur,
please also present ownership interests without such assumptions.
Please also revise the
diagram on page 137 to separately present the ownership interest for
each category of
holders.
3. Please amend your disclosure to indicate the number of shares of GHL
Class A Ordinary
Shares that will be issued for each Grab ordinary share and Grab
preferred share. Please
also disclose the number and value of shares that will comprise the
Acquisition Merger
Consideration, the Initial Merger Consideration, and the Shareholder
Merger
Consideration.
Industry and Market Data, page 2
4. We note your disclosure that Grab commissioned a survey conducted by
The Nielsen
Company (Malaysia) Sdn Bhd ("NielsenIQ"). Please file the consent of
NielsenIQ as an
exhibit to your registration statement, or tell us why you do not
believe you are required to
do so. See Rule 436 and Section 7 of the Securities Act.
What interests do AGC's Directors and Officers have in the Business
Combination?, page 16
5. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Summary of the Proxy Statement/Prospectus, page 25
6. Please provide in your prospectus summary an organizational diagram of
the transactions
that will be completed in connection with your business combination.
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
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7. Please provide a breakdown of the contribution to total revenue for
each country in which
you operate, to the extent material, for each of the last three
financial years. Please include
this information throughout the prospectus, as appropriate, so that
holders can better
understand the significance of your operations and risks you present
throughout and the
potential of such risks to materially impact your business and
financial condition.
8. Please disclose here, and elsewhere as appropriate throughout the
prospectus, the
contribution to revenue for each of your segments so that shareholders
have context for
the discussion of your business and risks to your business.
The Parties to the Business Combination
Grab, page 26
9. Please briefly define "TPV." Please also clearly and prominently
disclose in this section,
as you do in your risk factor on page 69, that Grab is a platform
business, and Grab does
not provide the services offered through its platform itself.
10. We note your disclosure on page 81 that "The laws and regulations in
many markets in
Southeast Asia, including Thailand, Vietnam, Philippines and Indonesia
where Grab
conducts its business, place restrictions on foreign investment in,
control over,
management of, ownership of and ability to obtain licenses for
entities engaged in a
number of business activities." Please disclose clearly in this
section that Grab uses a
structure that involves contractual agreements with operating
companies and business
partners in certain of your geographic markets to comply with
restrictions on foreign
investments, and what that entails. Please provide a diagram of Grab's
corporate structure,
including clear disclosure of the equity ownership interests of each
entity through which it
controls operating companies. Please clearly identify all material
contracts and
arrangements through which Grab purports to obtain economic rights and
exercise control
that results in consolidation of the operations and financial results
into its financial
statements. Identify clearly the entity in which investors are
receiving their interest and
the entity(ies) through which the company's operations are conducted.
Describe the
relevant contractual agreements between the entities and how this type
of corporate
structure may affect investors and the value of their investment,
including how and why
the contractual arrangements may be less effective than direct
ownership and that, if
true, the company may incur substantial costs to enforce the terms of
the arrangements.
Disclose the uncertainties, if any, regarding the status of the rights
of the Cayman
Islands holding company with respect to its contractual arrangements
with its operating
companies, and the challenges the company may face enforcing these
contractual
agreements due to uncertainties under relevant laws and jurisdictional
limits. Please
include similar disclosure in your structure diagram on page 257, and
increase the font
size so that the diagram is readable.
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 4 1, 2021 Page 4
FirstName LastName
Redemption Rights, page 33
11. We note your disclosure that "[h]olders of AGC Units must elect to
separate the AGC
Units into the underlying shares and warrants prior to exercising
redemption rights with
respect to the shares," and "[i]f a public AGC shareholder exercises
its redemption rights
in full, then it will be electing to exchange its public shares for
cash and will no longer
own public shares." Please amend your disclosure to clarify whether
public AGC
shareholders who redeem their shares will continue to hold warrants,
and if so, how the
warrants will be treated in the Initial Merger and the Acquisition
Merger.
Risk Factors, page 44
12. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
"Grab faces intense competition . . .", page 45
13. We note your discussion of non-competition agreements with Uber
Technologies and Didi
Chuxing Technology, including that the agreement with Didi will expire
upon closing of
the Business Combination. Please disclose the anticipated potential
impact of such
expiration on your business and operations in Southeast Asia. Please
also file your
agreements with Uber and Didi, or tell us why you do not believe you
are required to do
so.
"Grab's business is subject to numerous legal and regulatory risks . . .", page
47
14. Please revise to identify any specific license, permit, approval,
regulation, requirement or
proposal where there is a known material risk that Grab may not be in
compliance now or
in the future (whether due to current non-compliance or proposals to
current requirements)
and where the non-compliance could have a material impact on your
financial condition
and results of operations. Your disclosure includes some examples,
such as the
requirement under Indonesian law that driver-partners are required to
join a licensed car
rental company prior to driving for mobility platforms, but the impact
of potential non-
compliance, and whether these are the material regulatory risks to
your company, is
unclear. Please also disclose whether Grab is dependent on any
particular government
incentive(s) such that the elimination of that incentive would have a
material impact on
its business. If so, please describe the specific incentive and
quantify the potential impact
of the loss of such an incentive.
"Grab is subject to various laws with regard to anti-corruption, anti-bribery .
.. .", page 53
15. We note your disclosure that "Grab's audit and risk committee led an
investigation into
potential violations of certain anti-corruption laws related to its
operations in one of the
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 5 1, 2021 Page 5
FirstName LastName
countries in which it operates and has voluntarily self-reported the
potential violations to
the U.S. Department of Justice. This country represents one of Grab's
top six markets, as
measured by revenues in 2020." Please identify the country, and
quantify this market's
contribution to your revenues in 2020. Please also disclose whether
the company is aware
of any contemplated or pending investigations or litigation related to
the potential
violations that may have a material impact on the company.
"Grab's financial services business . . .", page 58
16. You note that Grab's "PayLater" option has been subject to increasing
regulatory scrutiny
in certain markets. To the extent such scrutiny could have a material
impact on your
business, please disclose the details of such scrutiny, the applicable
markets, and the
possible material risks to the company.
"Grab is subject to risks associated with strategic alliances . . .", page 60
17. Please provide additional detail, to the extent possible, so that
investors can better
understand the significance of the risks presented. For example,
please disclose the
percentage of OVO's growth and payments volume that is due to the
promotion of
strategic investors in OVO providing OVO as a payment option on their
platform, and
OVO's contribution to the overall revenues of the company, so that
investors are aware of
the potential material impact if such strategic investors decide not
to provide OVO as a
payment option. Please also file the strategic alliance and
partnership agreements
referenced in this risk factor, or tell us why you believe you are not
required to do so.
"Grab's entry into digital banking in Singapore . . .", page 62
18. You disclose that "according to MAS's eligibility criteria, among
other requirements,
holders of the digital full bank licenses will need S$1.5 billion
(approximately $1.1
billion) in minimum paid-up capital as well as additional capital to
accommodate certain
losses as determined by MAS, requiring Grab and its joint venture
partner to make capital
contributions to the Digital Banking JV." Please clarify potential
sources of funding for
Grab and its joint venture partner to meet this requirement.
19. Please file your joint venture agreement with Singtel as an exhibit to
your registration
statement or tell us why you do not believe you are required to do so.
See Item 601(b)(10)
of Regulation S-K and Item 8 of Form F-1.
"Grab may be blocked from, or limited in . . .", page 63
20. We note your disclosure that "Grab may also proceed with business
activities on a risk-
weighted assumption that certain laws and regulations are invalid or
inapplicable, which
may not be the case." Please provide additional detail regarding
Grab's process for
analyzing the risks related to its assumptions that certain laws and
regulations are invalid
or inapplicable, including additional detail regarding how Grab weighs
the risks and
comes to the conclusions that these laws do not apply to its business
activities. As a
Anthony Tan Ping Yeow
Grab Holdings Limited
September 1, 2021
Page 6
related matter, you disclose that "There may have been instances where
Grab was not in
compliance with applicable laws and regulations or did not have all
required licenses,
permits and approvals needed to conduct the relevant business." Please
disclose whether
Grab expects to continue conducting its operations in the same manner
when expanding
into new markets. Please also address whether the company believes
that the examples
discussed in this risk factor, or any other known related risks, could
result in a material
impact the company's overall results of operations and financial
condition.
"The proper uninterrupted functioning of Grab's highly complex technology . .
..", page 64
21. We note your disclosure that "Grab s operations may also rely on
virtual private network
access in certain jurisdictions, such as China, where Grab has
research and development
operations." If material to your business, please briefly describe any
laws, regulations, or
other government intervention that could impact your access to your
virtual private
network in China.
"Changes in, or failure to comply with, competition laws could adversely affect
Grab.", page 69
22. We note your disclosure that "[p]ursuant to the proposed decision,
MyCC proposed a fine
of approximately RM86.8 million (approximately $21 million) and a
daily fine of
RM15,000 (approximately $3,600) for each day Grab fails to take the
remedial actions as
directed by MyCC. Grab submitted its written representation to MyCC in
December 2019
and made its oral representation to MyCC in October 2020, challenging
MyCC s proposed
decision on several grounds." Please clarify whether the elapsed time
for purposes of
calculating the per day fine for Grab's failure to take the remedial
actions was stayed
pending Grab's appeal.
23. You disclose that "Grab's pricing model, including dynamic pricing,
could be challenged
or limited in emergencies and capped in certain jurisdictions."
Disclose whether the
COVID-19 pandemic resulted in any caps on pricing for any of its
businesses, if so, how
the same impacted Grab's operations, and whether and to what extent
COVD-19-related
caps remain in place in any of the jurisdictions in which Grab
operates.
"Industry data, forecasts and estimates, including the Projections . . .", page
76
24. Please remove the statement that the forecasts may be inaccurate and
should not be relied
upon, as it is inappropriate to disclaim responsibility for disclosure
appearing in the proxy
statement/prospectus. Please also clarify what you mean that the
Projections are "not
FirstName LastNameAnthony Tan Ping Yeow
necessarily reflective of the published guidelines of the SEC regarding
projections" or the
Comapany NameGrab
guidelines Holdings
established Limited
by the AICPA. Please make similar revisions in
your disclosure on
page 149.
September 1, 2021 Page 6
FirstName LastName
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 7 1, 2021 Page 7
FirstName LastName
"Grab may be affected by governmental economic and trade sanctions . . .", page
79
25. To provide investors with additional context regarding the impact of
the economic and
trade sanctions laws and regulations that apply to Myanmar, please
disclose the
percentage of your total revenue derived from this geographic market.
Risks Relating to Grab s Corporate Structure and Doing Business in Southeast
Asia
"In certain jurisdictions, Grab is subject to restrictions on foreign
ownership.", page 81
26. Please disclose any specific material risks to the operating
structures in each of Thailand,
Vietnam, Philippines, and Indonesia that could result in violations of
the foreign
ownership restrictions in these regions and/or would result in Grab no
longer controlling
the operating entities. As one example, we note your disclosure that
"[p]ursuant to the
organizational documents of Thai Entity 2, Grabs rights, which include
the quorum for a
shareholders meeting requiring Grab's attendance and all shareholder
resolutions requiring
Grab's affirmative vote, enable Grab to control its Thai operating
entities and consolidate
the financial results of these operating entities in its financial
statements in accordance
with IFRS." Please disclose whether there are any circumstances under
which the
organizational documents of Thai Entity 2 could be amended to remove
the provisions
enabling Grab to control its Thai operating entities. Please also file
the contractual
arrangements and governing documents that provide Grab with control
over such
operating entities as exhibits to the registration statement, or tell
us why you believe you
are not required to do so.
27. You note that new regulations in Indonesia may prevent Grab from
continuing to
recognize OVO as a consolidated entity in Grab's financial statements.
Please quantify
the impact, to the extent material, if you are unable to recognize OVO
as a consolidated
entity or if the Bank of Indonesia withholds the conversion of the
OVO's e-money license.
"Grab could face uncertain tax liabilities in various jurisdictions . . .",
page 86
28. We note your disclosure that "in March 2021, as part of a routine tax
audit in Indonesia
which commenced in September 2020, the tax authority requested for
information with
respect to Grab s position on certain withholding tax matters
relating to transactions in
fiscal year 2018. Depending on the outcome of this tax audit, Grab
could be subject to tax
liabilities material to its financial position." Please disclose the
amount of material tax
liability Grab could be subject to, if estimable.
"The Business Combination may be completed even though . . .", page 95
29. Please disclose the matters that are contained in Section 1.1 of the
Grab Disclosure Letter.
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 8 1, 2021 Page 8
FirstName LastName
Risks Relating to GHL
"GHL will issue GHL Class A Ordinary Shares . . .", page 99
30. You disclose that "certain strategic partners of Grab have the right
to swap the shares they
hold in Grab subsidiaries for GHL Class A Ordinary Shares." Please
disclose the
estimated percentage of GHL shares that each these respective entities
would hold if they
swapped their shares immediately upon closing of the business
combination.
31. Please revise to disclose the dilutive impact on Class A shareholders
that may result from
mandatory conversion of Class B shares.
The Business Combination Proposal
The Business Combination Agreement
Representations and Warranties, page 123
32. Please expand your disclosure to describe the specific material
representations and
warranties of Grab, AGC, GHL, AGC Merger Sub and Grab Merger Sub.
Grab Voting, Support and Lock-Up Agreements, page 135
33. Please disclose the Grab shareholders who entered into the voting
support and lock-up
agreements.
Charter Documents of GHL Following the Business Combination, page 137
34. We note your disclosure that [p[ursuant to the Business Combination
Agreement, upon
the Closing of the Business Combination, GHL's memorandum and articles
of association
shall be amended. We also note your disclosure beginning on page
361 describing the
differences in shareholder rights resulting from the differences
between the respective
governing documents of AGC and GHL. Please amend your disclosure to
include
separate proposals allowing AGC shareholders to vote on material
differences between the
AGC charter and the revised GHL charter. Alternatively, tell us why
you do not believe
you are required to give AGC shareholders the opportunity to vote on
material changes to
the rights of AGC shareholders.
Background of the Business Combination, page 138
35. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction and ancillary documents, including, but not
limited to, the dual-
class structure of GHL and the number of votes per Class B Ordinary
Shares; the reasons
underlying the Shareholder Deed requiring all Class B holders to give
voting control to
Mr. Tan; the minimum proceeds to GHL from the PIPE Investment, Forward
Purchase
Agreements, and the Sponsor Subscription Agreement; resale
restrictions, such as those
discussed on page 101; historical financials of Grab, financial
projections and any
discussions relating to the assumptions underlying such projections;
corporate governance
of the combined company; director nomination rights; and other
material terms of the
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 9 1, 2021 Page 9
FirstName LastName
business combination. In your revised disclosure, please list each
person present at the
meeting. Please do not simply list the topic(s) discussed, but explain
the reasons for, and
significance of, such discussions and terms, what in particular was
discussed, each party's
position on such issues and, how you reached agreement on the final
terms.
36. You disclose that "As of February 24, 2021, Grab received bids from
four potential
business combination counterparties (including AGC), in response to
the form of letter of
intent circulated by Evercore on February 18." Please amend your
disclosure to discuss
the other potential business combination counterparties, including how
the consideration
of these potential business combination counterparties progressed and
the reasons why
Grab determined that ACG would be the acquirer.
37. Your disclosure states that AGC was contacted by, and contacted,
"numerous" individuals
and entities with ideas for business combination opportunities. Please
disclose the
approximate number of targets AGC considered, the general nature of
the business of
those targets, the extent of the engagements with other potential
targets. Please amend
your disclosure to clarify why the discussions with the other
"potential counterparty"
referenced on page 139 did not ultimately lead to a transaction, and
why you believed that
Grab was the most attractive target.
38. Please revise your disclosure to include a description of the
negotiations relating to the
valuation of Grab, including how the amount evolved through the
negotiations, and when
the final valuation was agreed upon by the parties. Please also
provide the details of the
"key investment-case" and "valuation related materials and analyses"
that were discussed
by the board at its meetings in March and April.
39. We note your disclosure on page 140 that "On or around March 5, 2021,
AGC engaged
J.P. Morgan s Equity Capital Markets Group and Morgan Stanley as
lead placement
agents and Evercore and UBS Securities LLC ( UBS ) as its
co-placement agents in
connection with the PIPE financing." Here and in your disclosure on
page 155, please
disclose the fees and any other compensation paid to J.P. Morgan,
Morgan Stanley,
Evercore, and UBS Securities LLC for placement agent services in
connection with the
PIPE financing. As a related matter, we note your disclosure that "In
light of (i) Morgan
Stanley s role as an underwriter in AGC's initial public offering,
(ii) Morgan Stanley Asia
(Singapore) Pte.'s role as co-advisor to Grab in connection with the
Business
Combination, and (iii) Morgan Stanley's role as a lead placement agent
in connection with
the PIPE financing, Grab signed a conflicts waiver letter on March 16,
2021, and AGC
signed a conflict waiver letter on March 17, 2021." Considering that
Morgan Stanley
performed additional services after the IPO and part of the IPO
underwriting fee was
deferred and conditioned on completion of a business combination,
please quantify the
aggregate fees payable to Morgan Stanley that are contingent on
completion of the
business combination.
40. You disclose that the AGC Board did not obtain a third-party valuation
or fairness opinion
but "reviewed certain financial information of Grab." Please amend
your disclosure to
Anthony Tan Ping Yeow
Grab Holdings Limited
September 1, 2021
Page 10
describe the "certain financial information of Grab" considered by the
AGC Board and
how it supported the Board's decision to recommend approval of the
business
combination.
41. We note your disclosure on page 18 and elsewhere in the filing that
"Richard N. Barton, a
current director of AGC, is expected to become a director of GHL and
in such case would
be compensated as a director of GHL." Please disclose when Mr. Barton
negotiated his
potential employment with GHL, and whether this negotiation occurred
while the parties
where negotiating the final terms of the business combination
agreement. Please discuss
the steps that were taken to review the transaction in light of the
potential conflict of
interest.
42. We note that Evercore acted as lead financial advisor to Grab, and
J.P. Morgan's M&A
Advisory Group and Morgan Stanley Asia (Singapore) Pte. acted as
co-advisors to Grab
in connection with the business combination. Please revise your
discussion in this section
to address in greater detail the role that the financial advisors
played in the transaction
negotiations and valuation discussions. Please clarify whether the
financial advisors
delivered any reports that were materially related to the transaction.
43. Please 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. Please discuss what
specifically was
considered with respect to the business and operations of Grab,
including any
consideration of operations in various geographic regions, potential
risks to such
operations, and regulatory compliance.
44. Please revise your disclosure to discuss who selected the potential
PIPE investors and
what relationship the investors have, if any, with AGC, the sponsor,
Grab, or the
placement agents in the PIPE financing.
45. Disclose any negotiations relating to the waiver of any surviving
remedies against Grab or
its equity holders after closing of the business combination to
recover for losses as a result
of any inaccuracies or breaches of representations, warranties, or
covenants of Grab.
AGC's Board of Directors' Reasons for Approval of the Business Combination,
page 145
46. Please describe what the AGC board considered with respect to current
information and
forecast projections that supported its determination that the
transaction was in AGC's best
FirstName LastNameAnthony Tan Ping Yeow
interest. Please also disclose the selected comparable companies and
relevant data about
Comapany
suchNameGrab
companies Holdings Limited
that the board reviewed and how these companies
supported the board's
conclusion
September 1, 2021that
Pagethe10valuation of Grab was attractive.
FirstName LastName
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 11 1, 2021 Page 11
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47. Please specify the risks related to Grab's business that were
considered by the Board.
Certain Prospective Operational and Financial Information, page 148
48. We note your disclosure that With respect to the financial services
segment, after the date
of preparation of the Projections, Grab reassessed its revenue
recognition conclusions for
prior periods with respect to its OVO points program (which resulted
in a reduction of
$135 million and $204 million from revenues for 2020 and 2019,
respectively, with an
equivalent reversal under cost of revenue), and Grab is considering
how the foregoing and
other developments may impact the Projections related to 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.
49. We note your disclosure in footnote 1 to the table on page 149 that
"'Pre-InterCo' segment
data shown herein includes earnings and other amounts from
transactions between entities
within the Grab group that are eliminated upon consolidation, and
these figures differ
materially from segment data that is presented after elimination of
transactions between
entities within the Grab group." However, it appears that the
information in the table is
not Pre-InterCo data. Please amend your footnotes to clearly identify
the entity whose
data is presented in the table. Please also amend your narrative
disclosure to clarify for
investors why you are presenting Pre-InterCo data separately, and to
more prominently
highlight the difference between projected financial information for
Pre-Interco and Grab
Group data. Please also indicate how this data was used by the Board
in determining to
approve the Business Combination.
Transaction Fees, page 148
50. You disclose that the AGC board considered the "substantial
transaction fees and
expenses to be incurred in connection with the Business Combination
and the negative
impact of such expenses on AGC's cash reserves and operating results
if the Business
Combination is not completed." Please amend your disclosure to
quantify the "substantial
transaction fees."
Interests of AGC's Directors and Officers in the Business Combination, page 152
51. You disclose that AGC's directors and officers have a potential
conflict of interest related
to the "continued indemnification of AGC's directors and officers and
the continuation of
AGC's directors' and officers' liability insurance after the Business
Combination (i.e. a 'tail
policy')." Please briefly describe GHL's continued obligations to
indemnify and maintain a
tail policy for AGC's directors and officers, including the duration
of its obligations.
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 12 1, 2021 Page 12
FirstName LastName
Material Tax Considerations
Qualification of the Initial Merger as a Reorganization, page 162
52. You disclose that the discussion in this section is the opinion of
counsel, and that the
Initial Merger should qualify as a "reorganization" within the meaning
of
Section 368(a)(1)(F) of the Code." Given that counsel is not providing
a firm opinion
regarding treatment of the transaction under Section 368(a), please
revise to provide the
reason for the inability to opine on the material tax consequences.
Refer to Section III of
Staff Legal Bulletin No. 19 for guidance.
Mobility
Chart 13 Penetration Rate of Ride Hailing over Total Personal Consumption
Expenditure on
Land Mobility, page 206
53. Please amend your disclosure to provide a brief explanation for the
sharp decrease in
penetration rate for ride hailing in 2020, including an explanation of
why you expect the
trend to grow consistently after 2020.
Grab's Business, page 211
54. When presenting non-IFRS measures throughout your filing, whether in
tabular form,
graphics, or discussions, please present the most directly comparable
IFRS measure with
equal or greater prominence. Examples of non-IFRS measures being
presented with
undue prominence include:
On page 212, discussion of improved Adjusted EBITDA without
similar discussion
of equal or greater prominence of the comparable IFRS measure.
Bullet points describing impacts to your non-IFRS measures
noted throughout
MD&A presented prior to, or without similar bullet points
describing the impacts to
your IFRS measures.
On page 281, using terminology such as "Strongest Adjusted
EBITDA," without at
least an equally prominent descriptive characterization of the
comparable IFRS
measure.
Tabular presentation on page 286, which includes "Key Business
and Non-IFRS
Financial Measures" such as Adjusted EBITDA and Total Segment
Adjusted
EBITDA on a consolidated basis without including the comparable
non-IFRS
measure(s) with equal or greater prominence.
Starting your non-IFRS reconciliations from the non-IFRS
measure, as opposed to
beginning with the IFRS measure.
Please review your filing to revise for all instances of prominence
attributed to non-IFRS
Anthony Tan Ping Yeow
Grab Holdings Limited
September 1, 2021
Page 13
financial measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10
of the of the staff's Compliance and Disclosure Interpretations on
Non-GAAP Financial
Measures.
55. From page 213 to 227 you generally describe the benefits of your
business model before
the business is explained beginning on page 228. Please revise to move
"Our
Offerings" to the forepart of this section and revise the disclosure
to give context as to the
relative size of each offering to your business.
Southeast Asia's Leading Superapp, page 212
56. We note your disclosure here discussing your financial performance in
2019 and 2020.
To provide a more balanced overview of Grab's operations, amend the
disclosure in this
section to include a discussion of your net loss for the same periods.
Financial services: integral part of our ecosystem, page 215
57. We note your disclosure that "[i]n the quarter ended March 31, 2021,
the number of active
Quick Cash loans in Thailand grew seven times, indicating strong
demand for such digital
instant cash loans as merchant-partners affected by COVID-19 lockdown
were seeking
quick financing to ease cash flows." Please disclose whether you
expect this trend in
demand to continue in future periods, or whether you expect the demand
growth to slow
as lockdowns are eased.
Our Competitive Advantage
Category Leadership with Recognized and Trusted Brand
Financial Services, page 217
58. You disclose that "[w]e have dramatically increased the breadth of our
payments business,
and in 2020, over 40% of GrabPay transaction volumes took place
outside of our
platform." Please provide additional detail regarding the GrabPay
transaction services
that are not facilitated through your platform, including how and
where you facilitate
these transactions.
Our Offerings
Driver-Partner Superapp, page 228
59. We note your disclosure that "GrabBenefits, our loyalty platform
integrated in our
superapp, enables us to reward our driver-partners and encourage
loyalty. Driver-partners
can see which tier they are in and how far they are from the next tier,
and they can
discover new benefits such as fuel and vehicle maintenance discounts
that are available
FirstName LastNameAnthony Tan Ping Yeow
and redeem them." Please enhance your disclosure to provide additional
detail about your
Comapany NameGrab
benefits Holdings
platform, Limited
including describing the tiers and benefits
available for each tier, and
how1,you
September determine
2021 Page 13the tiers for driver-partners.
FirstName LastName
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 14 1, 2021 Page 14
FirstName LastName
Legal Proceedings, page 253
60. Please revise your disclosure in this section to provide materially
complete disclosure for
all proceedings which may have, or have had in the recent past,
significant effects on the
company's financial position or profitability, including governmental
proceedings pending
or known to be contemplated. Ensure that your disclosure for such
proceedings explains
the specific impact of an outcome or decision that is adverse to Grab.
Regulatory Environment, page 259
61. Please revise this section to clearly identify the material effects of
the regulations
discussed on the company's business. Please indicate whether the
company is in
compliance with such regulations, and whether there is a known
material risk of
noncompliance.
Thailand
Regulations on e-commerce, page 267
62. We note your disclosure that "[d]ue to the expansion of businesses,
Grab must submit an
application for the amendment of its commercial certificate to reflect
any and all current
businesses operated through the Grab platform." Please clarify when
Grab intends to
submit this application, and if already submitted, the status of this
application.
Grab Management's Discussion and Analysis of Financial Condition and Results of
Operations
General, page 280
63. Your disclosure from "Our Business Model" on page 292 through
"Resilience through
Covid-19" appears to describe the nature of your business model and
would be more
appropriately included in the section titled "Grab's Business" on page
211. In addition,
please revise MD&A to begin with a discussion and analysis of your
results of operations
under IFRS and move the discussion of key metrics and non-IFRS
measures, if any, to
follow or support your IFRS-based discussion. The focus of your
tabular presentations
and discussions should be on your IFRS results, rather than a focus on
the changes to your
various metrics. Refer to Item 5.A of Form 20-F.
Recent Developments
Key Metrics for the Three Months Ended March 31, 2021, page 280
64. Please amend your disclosure to briefly describe how you calculate
"take rate."
Key Operational Highlights for the Three Months Ended March 31, 2021, page 281
65. We note you present non-IFRS measures of "Total Segment Adjusted
EBITDA" and
"Adjusted EBITDA" on a consolidated basis and for your individual
segments as of
3/31/21. Please revise to include reconciliations from the most
directly comparable IFRS
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 15 1, 2021 Page 15
FirstName LastName
measure(s) for the interim period in which you present these measures,
and to include the
IFRS comparable measure(s) with equal or greater prominence in your
tabular
presentations and discussions of your interim results. Refer Item
10(e)(1)(i) of Regulation
S-K and Question 102.10 of the of the staff's Compliance and
Disclosure Interpretation on
Non-GAAP Financial Measures. In this regard, please tell us why you
present unaudited
financial information for the three months ended March 31, 2021 here
but do not provide
interim financial statements for the same period.
Key Business and Non-IFRS Financial Measures, page 286
66. You note that MTUs is the number of consumers who have successfully
paid for an
offering on your platform within a given month. Please disclose, as
you do on page 287,
that "users" are unique users, and whether you count a user more than
once if they conduct
transactions that are categorized in different segments (for example,
a transaction in
Deliveries and a transaction in Mobility). Please also 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.
67. We note that Financial Services contributes disproportionately to GMV
as compared to its
contribution to revenues and gross billings. Please tell how you
consider this
disproportionate contribution when evaluating the usefulness of GMV
per MTU. Please
also clarify whether Financial Services GMV includes non-payments
financial services,
such as lending, insurance and wealth management. If so, please
indicate how you
determine the amount of the non-payment service to include in GMV.
Gross Merchandise Value, page 287
68. We note your disclosure on page 75 that Grab tracks certain metrics,
including GMV.
Please revise your disclosures, which refer to GMV as an operating
measure, to clearly
define GMV as a metric and state why the various metrics included in
your
filing provide useful information to investors. Refer to SEC Release
No. 33-10751.
Gross Billings and Adjusted Net Sales, page 289
69. Please revise to remove graphics, tabular presentations, discussions,
and references
to Gross Billings and Adjusted Net Sales. As these measures exclude
the impact of
incentives which are reductions to your revenue recorded under IFRS,
these measures
would appear to represent tailored recognition and measurement
methods. 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.
GMV per Consumer by Cohort, Indexed to Year 1, page 294
70. Please revise to disclose the extent to which the "bigger and faster
spend" by your
consumers has been driven, in part, by incentives.
Anthony Tan Ping Yeow
Grab Holdings Limited
September 1, 2021
Page 16
Platform Consumer Engagement, page 294
71. Please explain why the cohort information presented includes only
spending across
mobility, GrabFood, GrabMart, and GrabExpress.
Retention Rates for Multi-Offering Users, page 295
72. We note your narrative disclosure and the chart on page 296, showing
your retention rates
for customers who use two, three, and greater than three of your
offerings. Please balance
this disclosure by including the retention rate for single-offering
users.
Our Business Segments, page 296
73. Please revise the graphic and accompanying narrative illustrating the
economies of a
typical deliveries order on page 297 and a typical ride on page 299 to
include consumer
incentives and IFRS revenue earned by you. Please ensure that amounts
are
representative of your actual operations.
Our ability to optimize driver- and merchant-partner and consumer incentives,
page 303
74. You note that incentives represent a higher proportion of GMV during
the initial stages of
growth of your business. Please quantify the incentives paid versus
GMV in the financial
periods presented in the filing. Please also indicate whether
period-over-period changes
are due to reduced incentives or to growth in GMV in segments where
you do not pay
incentives, such as financial services.
Comparison of the Years Ended December 31, 2020 and 2019
Revenue
2020 Compared to 2019, page 307
75. We note from your disclosure on page F-58 that Mobility includes
rental income from
motor vehicles of $95 million (2019: $140 million). Please revise your
discussion of
Mobility results to quantify the impacts to your results from your
different offerings
included within your Mobility segment. Refer to Item 5.A of Form 20-F.
76. Please expand your analysis related to finance costs.
Description of the Business Combination, page 326
77. It appears that underwriting fees remain constant and are not adjusted
based on
FirstName LastNameAnthony Tan Ping Yeow
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
Comapany NameGrab
percentage basisHoldings
for sharesLimited
at each redemption level presented in your
sensitivity analysis
related
September to dilution
1, 2021 Page 16
FirstName LastName
Anthony Tan Ping Yeow
FirstName LastNameAnthony Tan Ping Yeow
Grab Holdings Limited
Comapany 1,
September NameGrab
2021 Holdings Limited
September
Page 17 1, 2021 Page 17
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
329
78. Please tell us where the transaction adjustments related to the
Backstop and PIPE
agreement proceeds are recorded in the Pro Forma Statements of
Financial Position under
a maximum redemption scenario.
79. Please tell us your consideration of presenting in a separate column,
separate from your
transaction adjustments, the adjustments to give effect to the
subscription agreements
disclosed on page 29. Refer to Item 5 of Form F-4 and Rule 11-02(b)(4)
of Regulation S-
X.
Comparative Per Share Data, page 335
80. Please revise to include a tabular summary showing how you calculated
or determined the
weighted average shares outstanding, assuming no redemption and
assuming maximum
redemption.
Beneficial Ownership of Securities, page 349
81. Please disclose the sponsor and its affiliates' total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities,
including any
forward purchase securities and the total potential securities that
could be issued pursuant
to the backstop agreement.
82. Please disclose the natural person or persons who exercise voting
and/or dispositive
control with respect to the securities owned by the entities listed in
the table.
Audited Consolidated Financial Statements of Grab Holdings Inc. and its
subsidiaries
Notes to Consolidated Financial Statements
4.11 Revenue, page F-32
83. We note you operate a rewards program to encourage use of GrabPay.
Please tell us your
consideration of disclosing whether participation in the rewards
program provides
a material right that the consumer would not receive otherwise,
thereby giving rise to a
separate performance obligation to which a portion of the transaction
price must be
allocated. Refer to Paragraphs B39 - B40 of IFRS 15.
18 Revenue, page F-57
84. Please revise to disclose revenues from external customers attributed
to
material individual foreign countries. Refer to IFRS 8.33(a).
General
85. Please supplementally provide us with a copy of the Euromonitor
Report.
Anthony Tan Ping Yeow
Grab Holdings Limited
September 1, 2021
Page 18
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
September 1, 2021 Page 18
cc: Brian V. Breheny
FirstName LastName