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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-261949
PROSPECTUS
Grab Holdings Limited
2,256,914,833 CLASS A ORDINARY SHARES,
15,500,000 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES AND
15,500,000 CLASS A ORDINARY SHARES UNDERLYING WARRANTS
This prospectus relates to the offer and resale from time to time by the selling securityholders or their pledgees, donees, transferees, assignees or other successors-in-interest that receive any of the securities being registered hereunder as a gift, distribution, or other non-sale related transfer (collectively, the “Selling Securityholders”) of up to (a) 2,256,914,833 Class A Ordinary Shares, (b) up to 15,500,000 Warrants, and (c) up to 15,500,000 Class A Ordinary Shares issuable upon exercises of the Warrants.
We are registering the offer and resale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may offer and sell these securities directly to purchasers, through agents in ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the “Securities Act.”
We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash.
Our Class A Ordinary Shares and Warrants are listed on the Nasdaq Stock Market LLC, or “NASDAQ,” under the trading symbols “GRAB” and “GRABW,” respectively. On May 9, 2023, the closing price for our Class A Ordinary Shares on NASDAQ was $3.19 per share. On May 9, 2023, the closing price for our Warrants on NASDAQ was $0.49 per unit.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, any amendments or supplements, and any documents incorporated by reference in this prospectus carefully before you make your investment decision.
We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary—Foreign Private Issuer.”
Investing in our securities involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” beginning on page 9 of this prospectus, in any accompanying prospectus supplement or in the documents incorporated by reference into this prospectus before making a decision to invest in our securities.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
PROSPECTUS DATED MAY 10, 2023
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement filed with the SEC by Grab Holdings Limited using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement, you should rely on the information contained in that particular prospectus supplement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find Additional Information.” You should rely only on information contained in this prospectus, any prospectus supplement and any related free writing prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement and any related free writing prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.
The Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”
In this prospectus, unless the context otherwise requires, the terms “we,” “us,” “our,” “Grab,” “GHL,” “the Company” and “our company” refer to Grab Holdings Limited and its subsidiaries and consolidated affiliated entities. References to “GHI” refers to Grab Holdings Inc. and its subsidiaries and consolidated affiliated entities. When this prospectus refers to “Grab” “we,” “us,” or similar such references in the context of discussing Grab’s business or others affairs prior to the consummation of the Business Combination on December 1, 2021, it refers to the business of Grab Holdings Inc. and its subsidiaries and consolidated affiliated entities. Given that the Business Combination is accounted for as a reverse acquisition, and the accounting acquirer is Grab Holdings Inc., the post-Business Combination financial statements incorporated by reference in this prospectus show the consolidated balances and transactions of the Company and Grab Holdings Inc.
Also, in this prospectus, unless the context otherwise requires:
“Business Combination” means the Initial Merger, the Acquisition Merger and the other transactions contemplated by the Business Combination Agreement;
“Business Combination Transactions” means, collectively, the Initial Merger, the Acquisition Merger and each of the other transactions contemplated by the Business Combination Agreement, the Confidential Disclosure Agreement, dated as of February 8, 2021, between AGC and GHI, the PIPE Subscription Agreements, the Amended and Restated Forward Purchase Agreements, the Sponsor Support Agreement, the GHI Shareholder Support Agreements, the Registration Rights Agreement, the Shareholders’ Deed, the Backstop Subscription Agreement, the Sponsor Subscription Agreement, the Assignment, Assumption and Amendment Agreement, the Initial Merger Filing Documents, the Acquisition Merger Filing Documents and any other related agreements, documents or certificates entered into or delivered pursuant thereto. For details about the Business Combination Transactions and the related agreements, see “Certain Relationships and Related Person Transactions”;
“Class A Ordinary Shares” refers to Class A ordinary shares of the share capital of our company with a par value of $0.000001 each;
“Class B Ordinary Shares” refers to Class B ordinary shares of the share capital of our company with a par value of $0.000001 each;
“consumer” refers to an end-user who uses services or purchases our products offered by or through us;
“Digital Banking JV” means GXS Bank Pte. Ltd., a private limited company incorporated under the laws of Singapore, which is the joint venture entity with one of our subsidiaries and a subsidiary of Singapore Telecommunications Limited (“Singtel”) as its shareholders and is the entity through which their joint application to the MAS for a digital full bank license in Singapore was made, and the entity which together with a consortium of partners were selected to receive a full digital banking license in Malaysia, subject to meeting all of Bank Negara Malaysia’s regulatory conditions;
“driver-partner” refers to an independent third-party contractor who provides mobility and/or deliveries services on our platform;
“GMV” means gross merchandise value, representing the sum of the total dollar value of transactions from Grab’s products and services, including any applicable taxes, tips, tolls, surcharges and fees, over the period of measurement. GMV includes sales made through offline stores;
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“GrabForGood Fund” means our endowment fund that aims to introduce and support programs that empower Southeast Asian communities to improve socioeconomic mobility and quality of life;
“GrabRentals” refers to our offering which facilitates vehicle rental for our driver-partners at competitive rates through our rental fleet or third-party rental services, to allow driver-partners with limited vehicle access to offer services on our platform;
“Key Executives” refers to our CEO and co-founder Anthony Tan, co-founder Tan Hooi Ling and President Maa Ming-Hokng;
“MAS” means the Monetary Authority of Singapore;
“merchant-partner” refers to online and offline merchants, restaurants and food stalls, convenience stores or retail shops or shops that sell products or services on our platform;
“NASDAQ” means the Nasdaq Stock Market;
“online food delivery” means prepared meals (food and drink) which are ordered online and delivered to the consumer. Only orders made by means of platforms are included and does not include takeaway sales, transported off premise by the consumer;
“Permitted Entities” of a Key Executive means: (i) any person in respect of which the Key Executive has, directly or indirectly (A) control over the voting of Class B Ordinary Shares held or to be transferred to that person, (B) the ability to direct or cause the direction of the management and policies of that person or any other person having authority referred to in the immediately foregoing, or (C) the operational or practical control of that person, including through the right to appoint, designate, remove or replace the person having the authority referred to in the foregoing; (ii) any trust the beneficiaries of which consist primarily of a Key Executive, his or her family members, and/or any person controlled by a trust, including, with respect to Mr. Tan, Hibiscus Worldwide Ltd.; or (iii) any person controlled by a trust described in the immediately foregoing;
“Permitted Transferee” of a holder of Class B Ordinary Shares means: (i) any Key Executive; (ii) any Key Executive’s Permitted Entities; (iii) the transferee or other recipient in any transfer of any Class B Ordinary Shares by any holder of Class B Ordinary Shares to (A) his or her family members, (B) any other relative or individual approved by the GHL board of directors, (C) any trust or estate planning entity primarily for the benefit of, or the ownership interest of which are controlled by, such holder of Class B Ordinary Shares, his or her family members and/or other trusts or estate planning entities, or any entity controlled by such a trust or estate planning entity, or (D) occurring by operation of law, including in connection with divorce proceedings; (iv) any charitable organization, foundation or similar entity; (v) GrabForGood Fund; (vi) GHL or any of its subsidiaries; and (vii) in connection with a transfer as a result of, or in connection with, the death or incapacity of a Key Executive other than Mr. Tan, any Key Executive’s family members, another holder of Class B Ordinary Shares, or a designee approved by a majority of all members of GHL’s board of directors (and Class B Directors shall form a majority of such majority of all directors); provided that (x) as a condition to the applicable transfer, any Permitted Transferee shall have adhered to the proxy to Mr. Tan; and (y) in case of any transfer of Class B Ordinary Shares pursuant to clauses (ii)-(v) above to a person who later ceases to be a Permitted Transferee, GHL may refuse registration of any subsequent transfer except back to the transferor of such Class B Ordinary Shares;
“prepared meal” means food and drink served through channels such as cafés/bars, full-service restaurants, limited-service restaurants, self-service cafeterias and street stalls/kiosks;
“receivables factoring” means the purchasing from merchants or service providers of account payables to them by consumers to whom they have provided goods or services;
“ride-hailing” means prearranged and on-demand transportation service for compensation in which drivers and passengers connect via digital applications or platforms;
“SEC” means the U.S. Securities and Exchange Commission;
“Southeast Asia” refers to Cambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand, and Vietnam, unless otherwise noted;
“superapp” means an integrated mobile application of many applications that aims to provide a one-stop marketplace platform with multiple offerings delivered via a single technology platform and third-party integrations;
“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States; and
“Warrant” means a warrant to purchase one Class A Ordinary Share at an exercise price of $11.50 per share.
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INFORMATION INCORPORATED BY REFERENCE
This registration statement incorporates by reference important information about our company that is not included in or delivered with this document. The information incorporated by reference is considered to be part of this prospectus, and the SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any accompanying prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference:
All subsequent annual reports on Form 20-F, Form 40-F or Form 10-K that we file with the SEC and all subsequent filings on Forms 10-Q and 8-K filed by us with the SEC pursuant to the Securities Exchange Act of 1934, as amended, or “the Exchange Act,” (excluding, in each case, any information or documents deemed to be furnished and not filed with the SEC), after the date hereof and prior to the completion or termination of this offering, shall be incorporated by reference. We may incorporate by reference any reports on Form 6-K that we furnish to the SEC that we specifically identify in such form as being incorporated by reference into this prospectus after the date hereof and prior to the completion or termination of the offering of securities under this prospectus. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date.
Our filings with the SEC, including annual reports on Form 20-F and current reports on Form 6-K and amendments to those reports, are available free of charge on our website at www.grab.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
Grab Holdings Limited
3 Media Close, #01-03/06
Singapore 138498
Tel: 855-739-7864
Attention: Investor Relations Department
You should rely only on the information that we incorporate by reference or provide in this prospectus or any accompanying prospectus supplement.
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FORWARD-LOOKING STATEMENTS
This prospectus and any prospectus supplement include statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “anticipate,” “expect,” “seek,” “project,” “intend,” “plan,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets, expected future financial performance, the markets in which we operate, the macroeconomic, political and regulatory environment, the benefits and synergies of the Business Combination, including anticipated cost savings, as well as the possible or assumed future results of operations of the combined company after the consummation of the Business Combination in December 2021. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.
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OUR COMPANY
Overview
Southeast Asia’s leading superapp
We are Southeast Asia’s leading superapp, operating primarily across the deliveries, mobility and digital financial services sectors in over 500 cities across eight countries in the region—Cambodia, Indonesia, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. We enable millions of people each day to access driver- and merchant-partners to order food or groceries, send packages, hail a ride or taxi, pay for online purchases or access services such as lending, insurance and wealth management. Our platform enables important high frequency hyperlocal consumer services—all through a single app. According to the research done by Euromonitor for Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam, Grab continued to be the category leader in Southeast Asia in 2022 by GMV in online food delivery and ride-hailing.
Our Offerings
The Grab ecosystem is a single, seamless platform brought to life through three superapps, one each for our driver- and merchant-partners and consumers. Together these superapps help our driver- and merchant-partners connect with millions of Southeast Asians consumers seeking hyperlocal services made available through our platform, which includes our deliveries, mobility and financial services offerings.
Deliveries—Our deliveries platform connects our driver- and merchant-partners with consumers to create a local logistics platform, facilitating on-demand and scheduled delivery of a wide variety of daily necessities including in selected markets, ready-to-eat meals and groceries, as well as point-to-point package delivery. With the acquisition of a majority economic interest in Jaya Grocer, we also operate supermarkets in Malaysia, which enables us to bring the convenience of on-demand grocery delivery to more consumers in the country.
Mobility—Our mobility offerings connect our driver-partners with consumers seeking rides across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles in certain countries, and shared mobility options such as carpooling in selected markets. It also includes GrabRentals, which facilitates vehicle rental for our driver-partners to allow driver-partners (with otherwise limited vehicle access) to be able to offer services through our platform.
Financial Services—Our financial services offerings include digital solutions offered by and with our partners to address the financial needs of driver- and merchant-partners and consumers, including digital payments, lending, receivables factoring, insurance distribution and wealth management in selected markets. The Grab-Singtel consortium, the Digital Banking JV, has been issued a digital full bank license in Singapore. In May 2022, the Digital Banking JV received approval from the MAS to commence restricted business activities, but has yet to receive approval to commence full business activities. The Digital Banking JV together with a consortium of partners was also selected to receive a full digital banking license in Malaysia, subject to meeting all of Bank Negara Malaysia’s regulatory conditions.
Enterprise and New Initiatives—We have a growing suite of enterprise offerings including GrabAds, our advertising and marketing offerings and GrabMaps, our mapping and location-based service. In addition, our partners offer other lifestyle services to consumers through our superapp, including hotel bookings, subscriptions and more in certain countries.
The key to our platform is the relevance of our offerings to consumers’ everyday lives from the time the consumer wakes up and orders breakfast, commutes to and from the workplace, all the way to the evening when the consumer orders dinner, pays for bills or shops online. We focus on everyday transactions such as transportation, eating, shopping, digital payments and other financial services. At a touch of a button, consumers have access to all offerings on our platform through a single mobile application.
In a region as geographically diverse as Southeast Asia, the offerings on our platform have a wide geographic coverage, operating in capital cities, major commercial and tourist cities, as well as non-tier 1 cities and towns across Southeast Asia. Our application offers localized offerings and personalized experiences based on the consumer’s location.
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Foreign Private Issuer
We are subject to the information reporting requirements of the Exchange Act that are applicable to “foreign private issuers,” and under those requirements we file reports with the SEC. As a foreign private issuer, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also have four months after the end of each fiscal year to file our annual reports with the SEC and are not required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we are also not subject to the requirements of Regulation FD promulgated under the Exchange Act. These exemptions and leniencies reduce the frequency and scope of information and protections available to you in comparison to those applicable to shareholders of U.S. domestic reporting companies.
Our Corporate Information
We are a holding limited company incorporated under the laws of the Cayman Islands. Our principal executive office is located at 3 Media Close, #01-03/06, Singapore 138498 and our telephone number is 855-739-7864. Our website is https://grab.com/sg/. The information contained in, or accessible through, our website does not constitute a part of this prospectus. The SEC maintains an internet site that contains reports, proxy and information statements, and other information that issuers, such as we, file electronically, with the SEC at www.sec.gov.
Our agent for service of process in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.
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THE OFFERING
The summary below describes the principal terms of the offering. The “Description of Share Capital” section of this prospectus contains a more detailed description of the Company’s Class A Ordinary Shares and Warrants.
Securities being registered for resale by the Selling Securityholders named in the prospectus |
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(i) 2,256,914,833 Class A Ordinary Shares; (ii) 15,500,000 Class A Ordinary Shares issuable upon the exercise of the Warrants; and (iii) 15,500,000 Warrants. |
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Terms of Warrants |
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Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share. Our Warrants expire on December 2, 2026 at 5:00 p.m., New York City time. |
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Offering prices |
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The securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “Plan of Distribution.” |
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Ordinary shares issued and outstanding prior to any exercise of Warrants |
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3,747,115,325 Class A Ordinary Shares and 120,327,102 Class B Shares as of February 28, 2023. |
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Warrants issued and outstanding |
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25,999,981 Warrants as of February 28, 2023. |
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Use of proceeds |
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All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from such sales, except with respect to amounts received by the Company upon exercise of the Warrants to the extent such Warrants are exercised for cash. |
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Dividend policy |
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We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. |
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Market for our Class A Ordinary |
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Our Class A Ordinary Shares and Warrants are listed on NASDAQ under the trading symbols “GRAB” and “GRABW,” respectively. |
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Risk factors |
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Prospective investors should carefully consider the “Risk Factors” for a discussion of certain factors that should be considered before buying the securities offered hereby. |
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RISK FACTORS
Investing in our securities involves risk. Before you decide to buy our securities, you should carefully consider the risks described in our most recent annual report on Form 20-F, which is incorporated herein by reference, as well as the risks that are described in any accompanying prospectus supplement and in other documents incorporated by reference into this prospectus. If any of these risks actually occurs, our business, financial condition and results of operations could suffer. As a result, the market price of our securities would decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties incorporated by reference or included in this prospectus or any accompanying prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.
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USE OF PROCEEDS
All of the Class A Ordinary Shares and the Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Plan of Distribution.”
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DIVIDEND POLICY
We have never declared or paid any cash dividend on our Class A Ordinary Shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.
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SELLING SECURITYHOLDERS
This prospectus relates to the possible offer and sale from time to time of up to 2,256,914,833 Class A Ordinary Shares and 15,500,000 Warrants by the Selling Securityholders.
The Selling Securityholders may from time to time offer and sell any or all of the securities set forth below pursuant to this prospectus. When we refer to the “Selling Securityholders” in this prospectus, we mean the persons listed in the tables below, and the pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Securityholders’ interest in our securities after the date of this prospectus.
The table below sets forth information known to Grab as of March 24, 2023 regarding the Selling Securityholders for which we are registering securities for resale to the public, their beneficial ownership of Class A Ordinary Shares and Warrants, and the amount of Class A Ordinary Shares and Warrants that may be offered from time to time by the Selling Securityholders pursuant to this prospectus. The individuals and entities listed below have beneficial ownership over their respective securities. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.
The securities held by certain of the Selling Securityholders are subject to transfer restrictions. See the section titled “Certain Relationships and Related Person Transactions.”
We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the ordinary shares in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.
Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of Ordinary Shares registered on its behalf. A Selling Securityholder may sell all, some or none of such securities in this offering. See the section titled “Plan of Distribution.”
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Securities beneficially |
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Securities to be sold |
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Securities beneficially owned |
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Name of Selling Securityholder |
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Class A |
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Warrants |
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Class A |
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Warrants |
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Class A |
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%(1)(2) |
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Warrants(1)(2) |
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%(1)(2) |
Altimeter Growth Holdings(3) |
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12,275,000 |
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12,000,000 |
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12,275,000 |
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12,000,000 |
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— |
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— |
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— |
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Richard N Barton(4) |
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375,000 |
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— |
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375,000 |
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— |
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— |
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— |
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— |
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Aishetu Fatima Dozie(5) |
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75,000 |
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— |
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75,000 |
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— |
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— |
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— |
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— |
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Dev Ittycheria(6) |
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75,000 |
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— |
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75,000 |
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— |
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— |
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— |
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— |
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Altimeter Partners Fund, L.P.(7) |
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— |
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3,502,000 |
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— |
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3,500,000 |
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— |
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— |
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2,000 |
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Morgan Stanley Investment Funds, Counterpoint Global Fund(8) |
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23,251 |
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— |
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4,630 |
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— |
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18,621 |
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* |
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— |
|
— |
Morgan Stanley Institutional Fund Inc, Counterpoint Global Portfolio(9) |
|
34,509 |
|
— |
|
10,646 |
|
— |
|
23,863 |
|
* |
|
— |
|
— |
Morgan Stanley Investment Funds, Asia Opportunity Fund(10) |
|
51,368,719 |
|
— |
|
7,245,742 |
|
— |
|
44,122,977 |
|
* |
|
— |
|
— |
Morgan Stanley Investment Funds, Developing Opportunity Fund(11) |
|
1,344,416 |
|
— |
|
285,658 |
|
— |
|
1,058,758 |
|
* |
|
— |
|
— |
Morgan Stanley Institutional Fund Inc., Global Insight Portfolio(12) |
|
1,887,424 |
|
— |
|
358,845 |
|
— |
|
1,528,579 |
|
* |
|
— |
|
— |
Morgan Stanley Investment Funds, Global Advantage Fund(13) |
|
8,377,046 |
|
— |
|
977,038 |
|
— |
|
7,400,008 |
|
* |
|
— |
|
— |
Morgan Stanley Investment Funds, US Insight Fund(14) |
|
528,154 |
|
— |
|
150,801 |
|
— |
|
377,353 |
|
* |
|
— |
|
— |
Nissan North America, Inc., Employee Retirement Plan Master Trust(15) |
|
352,509 |
|
— |
|
82,266 |
|
— |
|
270,243 |
|
* |
|
— |
|
— |
The Municipal Employees’ Pension Fund(16) |
|
894,402 |
|
— |
|
128,275 |
|
— |
|
766,127 |
|
* |
|
— |
|
— |
Morgan Stanley Investment Funds—Global Opportunity Fund(17) |
|
67,201,810 |
|
— |
|
16,982,775 |
|
— |
|
50,219,035 |
|
* |
|
— |
|
— |
Pensiondanmark Pensionsforsikringsaktieselskab(18) |
|
1,318,629 |
|
— |
|
298,626 |
|
— |
|
1,020,003 |
|
* |
|
— |
|
— |
Public Employees Pension Board(19) |
|
3,000,875 |
|
— |
|
411,391 |
|
— |
|
2,589,484 |
|
* |
|
— |
|
— |
12
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities beneficially |
|
Securities to be sold |
|
Securities beneficially owned |
||||||||||
Name of Selling Securityholder |
|
Class A |
|
Warrants |
|
Class A |
|
Warrants |
|
Class A |
|
%(1)(2) |
|
Warrants(1)(2) |
|
%(1)(2) |
EuroPacific Growth Fund(20) |
|
27,853,323 |
|
— |
|
26,602,915 |
|
— |
|
1,250,408 |
|
* |
|
— |
|
— |
Capital Group EuroPacific Growth Trust (US)(21) |
|
369,204 |
|
— |
|
281,300 |
|
— |
|
87,904 |
|
* |
|
— |
|
— |
Emerging Markets Growth Fund, Inc.(22) |
|
1,249,028 |
|
— |
|
1,249,028 |
|
— |
|
— |
|
— |
|
— |
|
— |
Emerging Markets Equity Fund(23) |
|
1,045,484 |
|
— |
|
1,045,484 |
|
— |
|
— |
|
— |
|
— |
|
— |
Capital Group, Emerging Markets Growth Fund (LUX)(24) |
|
193,262 |
|
— |
|
193,262 |
|
— |
|
— |
|
— |
|
— |
|
— |
Capital Group, Emerging Markets Restricted Equity Common Trust (US)(25) |
|
312,588 |
|
— |
|
312,588 |
|
— |
|
— |
|
— |
|
— |
|
— |
Capital Group Asian Horizon Fund (LUX)(26) |
|
7,126 |
|
— |
|
7,126 |
|
— |
|
— |
|
— |
|
— |
|
— |
Capital Group New World Fund (LUX)(27) |
|
78,730 |
|
— |
|
78,730 |
|
— |
|
— |
|
— |
|
— |
|
— |
New World Fund, Inc.(28) |
|
11,425,948 |
|
— |
|
11,425,948 |
|
— |
|
— |
|
— |
|
— |
|
— |
American Funds Insurance Series International Fund(29) |
|
4,196,198 |
|
— |
|
2,632,544 |
|
— |
|
1,563,654 |
|
* |
|
— |
|
— |
American Funds Insurance Series New World Fund(30) |
|
853,798 |
|
— |
|
853,798 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham(31) |
|
14,625,202 |
|
— |
|
14,625,202 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Bumiputera 2(32) |
|
1,086,877 |
|
— |
|
1,086,877 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Bumiputera 3(33) |
|
652,126 |
|
— |
|
652,126 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Malaysia(34) |
|
1,930,321 |
|
— |
|
1,930,321 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Malaysia 2—Wawasan(35) |
|
2,050,610 |
|
— |
|
2,050,610 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Malaysia 3—Didik(36) |
|
1,315,675 |
|
— |
|
1,315,675 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for Amanah Saham Nasional(37) |
|
282,576 |
|
— |
|
282,576 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Equity 2(38) |
|
217,376 |
|
— |
|
217,376 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Equity 3(39) |
|
509,053 |
|
— |
|
509,053 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Equity 5(40) |
|
104,285 |
|
— |
|
104,285 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Imbang (Mixed Asset Balanced) 1(41) |
|
311,647 |
|
— |
|
311,647 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Imbang (Mixed Asset Balanced) 2(42) |
|
444,864 |
|
— |
|
444,864 |
|
— |
|
— |
|
— |
|
— |
|
— |
13
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities beneficially |
|
Securities to be sold |
|
Securities beneficially owned |
||||||||||
Name of Selling Securityholder |
|
Class A |
|
Warrants |
|
Class A |
|
Warrants |
|
Class A |
|
%(1)(2) |
|
Warrants(1)(2) |
|
%(1)(2) |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Imbang (Mixed Asset Balanced) 3 Global(43) |
|
554,860 |
|
— |
|
554,860 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Sara (Mixed Asset Conservative) 1(44) |
|
681,097 |
|
— |
|
681,097 |
|
— |
|
— |
|
— |
|
— |
|
— |
AmanahRaya Trustees Berhad (Registration No.200701008892 (766894-T)) in its capacity as trustee for ASN Sara (Mixed Asset Conservative) 2(45) |
|
450,396 |
|
— |
|
450,396 |
|
— |
|
— |
|
— |
|
— |
|
— |
Permodalan Nasional Berhad IFM(46) |
|
2,246,806 |
|
— |
|
2,246,806 |
|
— |
|
— |
|
— |
|
— |
|
— |
Permodalan Nasional Berhad, IFMMMF(47) |
|
36,229 |
|
— |
|
36,229 |
|
— |
|
— |
|
— |
|
— |
|
— |
College Retirement Equities Fund on behalf of CREF Stock Account(48) |
|
2,783,548 |
|
— |
|
1,771,100 |
|
— |
|
1,012,448 |
|
* |
|
— |
|
— |
College Retirement Equities Fund on behalf of CREF Growth Account(49) |
|
8,050,962 |
|
— |
|
8,050,962 |
|
— |
|
— |
|
— |
|
— |
|
— |
TIAA-CREF Funds on behalf of TIAA-CREF Large-Cap Growth Fund(50) |
|
3,133,698 |
|
— |
|
3,133,698 |
|
— |
|
— |
|
— |
|
— |
|
— |
TIAA-CREF Funds on behalf of TIAA-CREF Mid-Cap Growth Fund(51) |
|
1,538,326 |
|
— |
|
814,235 |
|
— |
|
724,091 |
|
* |
|
— |
|
— |
TIAA-CREF Life Funds on behalf of TIAA-CREF Life Growth Equity Fund(52) |
|
77,546 |
|
— |
|
77,546 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, T. Rowe Price Global Equity Fund(53) |
|
2,789,319 |
|
— |
|
2,789,319 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, T. Rowe Price Global Growth Stock Fund(54) |
|
775,987 |
|
— |
|
775,987 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Equipsuper Pty Ltd as Trustee for Equipsuper Superannuation Fund(55) |
|
450,717 |
|
— |
|
450,717 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Campbell Pension Plans, Master Retirement Trust(56) |
|
26,305 |
|
— |
|
26,305 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, T. Rowe Price Global Growth Equity Pool(57) |
|
575,697 |
|
— |
|
575,697 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Public Service Pension Plan Fund(58) |
|
190,761 |
|
— |
|
190,761 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Teachers’ Pension Plan Fund(59) |
|
205,388 |
|
— |
|
205,388 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, T. Rowe Price Global Growth Equity Trust(60) |
|
316,297 |
|
— |
|
316,297 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Canada Life Global Growth Equity Fund (T. Rowe Price)(61) |
|
22,281 |
|
— |
|
22,281 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Delaware Public Employees’ Retirement System(62) |
|
670,595 |
|
— |
|
670,595 |
|
— |
|
— |
|
— |
|
— |
|
— |
T. Rowe Price Associates, Inc, Arlington County Employees’ Retirement System(63) |
|
133,472 |
|
— |
|
133,472 |
|
— |
|
— |
|
— |
|
— |
|
— |
Brown Brothers Harriman & Co. FBO Fidelity Funds on behalf of Fidelity Funds, Asian Special Situations(64) |
|
2,974,159 |
|
— |
|
2,974,159 |
|
— |
|
— |
|
— |
|
— |
|
— |
Brown Brothers Harriman & Co. FBO Fidelity Funds on behalf of Fidelity Funds(65) |
|
2,739,344 |
|
— |
|
2,739,344 |
|
— |
|
— |
|
— |
|
— |
|
— |
Evans Investments Pte Ltd(66) |
|
10,000,000 |
|
— |
|
10,000,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
MIC Capital Partners (Public) Parallel Cayman, LP(67) |
|
5,000,000 |
|
— |
|
5,000,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Massachusetts Institute of Technology(68) |
|
3,200,000 |
|
— |
|
3,200,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
238 Plan Associates LLC(69) |
|
800,000 |
|
— |
|
800,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Clearlake Flagship Plus Partners, Master Fund, L.P.(70) |
|
8,500,000 |
|
500,000 |
|
3,000,000 |
|
— |
|
5,500,000 |
|
* |
|
500,000 |
|
* |
Select International Equity Managed Fund(71) |
|
45,192 |
|
— |
|
45,192 |
|
— |
|
— |
|
— |
|
— |
|
— |
Emerging Markets Equity Corporate Class(72) |
|
252,995 |
|
— |
|
252,995 |
|
— |
|
— |
|
— |
|
— |
|
— |
CI Global Alpha Innovators Corporate Class(73) |
|
1,692,407 |
|
— |
|
1,692,407 |
|
— |
|
— |
|
— |
|
— |
|
— |
Select International Equity Managed Corporate Class(74) |
|
8,551 |
|
— |
|
8,551 |
|
— |
|
— |
|
— |
|
— |
|
— |
CI Emerging Markets Corporate Class(75) |
|
449,908 |
|
— |
|
449,908 |
|
— |
|
— |
|
— |
|
— |
|
— |
CI Asian Opportunities Fund(76) |
|
24,635 |
|
— |
|
24,635 |
|
— |
|
— |
|
— |
|
— |
|
— |
CI Asian Opportunities Corporate Class(77) |
|
5,715 |
|
— |
|
5,715 |
|
— |
|
— |
|
— |
|
— |
|
— |
CI Emerging Markets Fund(78) |
|
134,102 |
|
— |
|
134,102 |
|
— |
|
— |
|
— |
|
— |
|
— |
14
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities beneficially |
|
Securities to be sold |
|
Securities beneficially owned |
||||||||||
Name of Selling Securityholder |
|
Class A |
|
Warrants |
|
Class A |
|
Warrants |
|
Class A |
|
%(1)(2) |
|
Warrants(1)(2) |
|
%(1)(2) |
Emerging Markets Equity Pool(79) |
|
386,495 |
|
— |
|
386,495 |
|
— |
|
— |
|
— |
|
— |
|
— |
Booth & Co. on behalf of Barings International Umbrella Fund, Barings ASEAN Frontiers Fund(80) |
|
1,518,000 |
|
— |
|
1,518,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Booth & Co. on behalf of Barings International Umbrella Fund, Barings Asia Growth Fund(81) |
|
861,000 |
|
— |
|
861,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Booth & Co. on behalf of Barings Eastern Trust(82) |
|
821,000 |
|
— |
|
821,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
President & Fellows of Harvard College(83) |
|
9,301,490 |
|
— |
|
2,000,000 |
|
— |
|
7,301,490 |
|
* |
|
— |
|
— |
Highline Investments LLC(84) |
|
1,500,000 |
|
— |
|
1,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Kwidnet Holdings LLC(85) |
|
500,000 |
|
— |
|
500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Topia Ventures, LLC(86) |
|
1,500,000 |
|
— |
|
1,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Arena Capital Advisors, LLC Arena Capital Fund, LP—Series 6(87) |
|
400,000 |
|
— |
|
400,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
GPI Capital Guardian Holdco LP(88) |
|
1,500,000 |
|
— |
|
1,500,000 |
|
— |
|
— |
|
— |
|
— |
|
— |
Chescaplq LLC(89) |
|
1,300,138 |
|
100,000 |
|
248,965 |
|
— |
|
1,051,173 |
|
* |
|
100,000 |
|
* |
Janchor Partners Pan-Asian Master Fund(90) |
|
1,000,000 |
|
— |
|
1,000,000 |
|
— |
|
— |
|
— | ||||