UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023

Commission File Number: 001-41110

GRAB HOLDINGS LIMITED

3 Media Close, #01-03/06
Singapore 138498
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Information contained in this Report on Form 6-K

On August 23, 2023, Grab Holdings Limited announced its financial results for the second quarter ended June 30, 2023. The announcement is furnished as Exhibit 99.1 to this Report on Form 6-K, and the interim report for the six-month period ended June 30, 2023 is attached as Exhibit 99.2.

Incorporation by Reference

This Report on Form 6-K, including all exhibits hereto, shall be deemed to be incorporated by reference into the registration statements on Form F-3 (Registration Nos. 333-261949 and 333-264872) of Grab Holdings Limited (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GRAB HOLDINGS LIMITED

INTERIM REPORT FOR THE SIX MONTHS ENDED JUNE 30, 2023

PRELIMINARY NOTE

Our unaudited condensed consolidated financial statements as of June 30, 2023 and for the six months ended June 30, 2023, included herein, have been prepared in accordance with IAS 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and are reported in U.S. Dollars. These should be read in conjunction with our audited financial statements as of December 31, 2022 and for the year ended December 31, 2022, and have been prepared in accordance with IFRS as issued by IASB.

References to “U.S. Dollars” and “$” in this report are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this report have been rounded to integral numbers or to a single decimal place for the convenience of readers. In addition, period on period percentage changes with respect to our IFRS and non-IFRS measures and operating metrics have been calculated using actual figures derived from our internal accounting records and not the rounded numbers contained in this report, and as a result, such percentages may differ from those calculated based on the numbers contained in this report.

Unless otherwise designated, the terms “we”, “us”, “our”, “Grab”, “GHL”, “the Company” and “our company” refer to Grab Holdings Limited and its subsidiaries and consolidated affiliated entities.

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FORWARD-LOOKING STATEMENTS

This report includes 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 report 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, and the macroeconomic, political and regulatory environment. 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: Grab’s ability to grow at the desired rate or scale and its ability to manage its growth; its ability to further develop its business, including new products and services; its ability to attract and retain partners and consumers; its ability to compete effectively in the intensely competitive and constantly changing market; its ability to continue to raise sufficient capital; its ability to reduce net losses and the use of partner and consumer incentives, and to achieve profitability; potential impact of the complex legal and regulatory environment on its business; its ability to protect and maintain its brand and reputation; general economic conditions, in particular as a result of COVID-19, currency exchange fluctuations and inflation; expected growth of markets in which Grab operates or may operate; and its ability to defend any legal or governmental proceedings instituted against it. In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described under “Item 3. Key Information – D. Risk Factors” and in other sections of Grab’s annual report on Form 20-F for the year ended December 31, 2022 filed on April 26, 2023 (the “2022 Annual Report”) with the U.S. Securities and Exchange Commission (the “SEC”), as well as in other documents filed by Grab from time to time with the SEC.
 

Forward-looking statements speak only as of the date they are made. Grab does not undertake any obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required under applicable law.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this report as well as the financial information contained in our 2022 Annual Report. This report, including the discussion below, concerns our financial information as of June 30, 2023 and for the six months ended June 30, 2023 and 2022. The discussion of our financial information for the years ended December 31, 2022, 2021 and 2020 is included in our 2022 Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. See the section titled “Forward-looking Statements” in this report for cautions about forward-looking statements.

Results of Operations

The following table summarizes our consolidated statements of profit or loss for each of the periods presented:

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Comparison of the Six Months Ended June 30, 2023 and 2022

Revenue by segment
 

Our revenue increased by $542 million, to $1,092 million in the six months ended June 30, 2023 from $549 million in the six months ended June 30, 2022.

Revenue is presented net of base incentives, excess incentives and consumer incentives. Base incentives were $174 million and $92 million in the six months ended June 30, 2023 and 2022, respectively. Excess incentives were $637 million and $991 million in the six months ended June 30, 2023 and 2022, respectively, and consumer incentives were $467 million and $655 million in the six months ended June 30, 2023 and 2022, respectively.

Deliveries revenue was $567 million in the six months ended June 30, 2023 compared to revenue of $224 million in the six months ended June 30, 2022. The increase in revenue for deliveries was primarily driven by our disciplined approach to reducing incentives as a percentage of GMV as we focus on driving higher quality GMV transactions, and a change in business model of certain deliveries offerings in one of our markets which changed the revenue accounting from an agent to a principal based model and increased our revenue by $126 million in the six months ended June 30, 2023. Deliveries revenue as a percentage of deliveries GMV improved from 4% in the six months ended June 30, 2022 to 12% in the six months ended June 30, 2023, as we gained network efficiency in our driver-partner base, and were able to improve our overall value proposition in terms of merchant selection, delivery performance and application experience on our superapp platform. Our partner incentives were $226 million and $328 million in the six months ended June 30, 2023 and 2022, respectively. Our consumer incentives were $333 million and $471 million in the six months ended June 30, 2023 and 2022, respectively.

Mobility revenue increased by $128 million, to $401 million in the six months ended June 30, 2023 compared to $273 million in the six months ended June 30, 2022, which was primarily due to ride hailing revenue increasing by $117 million and rental income from motor vehicles. The increase in revenue was primarily driven by the strong demand recovery following the easing of COVID-19 restrictions in 2022 and 2023 across Southeast Asia with a recovery in tourism ride-hailing demand and growth in domestic demand. Our incentives increased by $38 million (comprised of increases of $19 million in partner incentives and increases of $19 million in consumer incentives) to $199 million (comprised of $118 million in partner incentives and $81 million in consumer incentives) for the six months ended June 30, 2023 compared to $162 million (comprised of $99 million in partner incentives and $62 million in consumer incentives) for the six months ended June 30, 2022. Mobility GMV increased to $2.5 billion in the six months ended June 30, 2023 compared to $1.9 billion in the six months ended June 30, 2022, while mobility revenue as a percentage of mobility GMV increased from 15% in the six months ended June 30, 2022 to 16% in the six months ended June 30, 2023.

Financial services revenue improved to $79 million in the six months ended June 30, 2023, compared to $24 million in the six months ended June 30, 2022. The increase was primarily due to a $39 million growth in our payment business largely driven by lower consumer incentives and a $4 million growth in our lending business.

Enterprise and new initiatives revenue increased by $17 million, or 62%, to $45 million in the six months ended June 30, 2023 compared to $28 million in the six months ended June 30, 2022. The increase was primarily due to growth of GrabAds revenue by $19 million with the expansion of product offerings.

Cost of revenue
 

Cost of revenue increased by $100 million, or 15%, to $747 million for the six months ended June 30, 2023 from $647 million for the six months ended June 30, 2022, primarily due to a $119 million increase in cost of revenue as a result of the change in business model for delivery offerings in one of our markets, which changed our accounting from an agent to principal based model and a $20 million increase in cost of food, mart and suppliers' rebate. These increases were partially offset by a $26 million decrease in payment processing fee and infrastructure and cloud-hosting costs and a $10 million decrease in staff compensation costs.

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Other income
 

Other income remained consistent at $6 million for the six months ended June 30, 2023 and 2022.

Sales and marketing expenses
 

Sales and marketing expenses decreased by $9 million, or 6%, to $133 million for the six months ended June 30, 2023 from $142 million for the six months ended June 30, 2022. The decrease was primarily due to a $7 million decrease in media and direct marketing activities, including agency marketing, media costs and communication materials.

General and administrative expenses
 

General and administrative expenses decreased by $46 million, or 14%, to $285 million for the six months ended June 30, 2023 from $331 million for the six months ended June 30, 2022. The decrease was primarily due to a $30 million decrease in staff compensation costs and an $11 million decrease in professional and consultancy fees. The decreases in costs were primarily driven by our continued efforts to drive cost efficiency in our corporate functions.

Research and development expenses
 

Research and development expenses decreased by $20 million, or 8%, to $219 million for the six months ended June 30, 2023 from $239 million for the six months ended June 30, 2022, primarily due to a $13 million decrease in staff compensation costs, including share-based compensation costs and a $7 million increase in development costs capitalization.

Restructuring costs

Restructuring costs increased by $51 million, to $51 million for the six months ended June 30, 2023 from $1 million for the six months ended June 30, 2022, primarily due to severance and other payments for a restructuring exercise announced in June 2023.

Net impairment loss on financial assets
 

Net impairment loss on financial assets increased by $11 million, or 48%, to $33 million for the six months ended June 30, 2023 from $22 million for the six months ended June 30, 2022, primarily driven by a $11 million increase in the provision for doubtful debts, partly due to the growth in our lending business.

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Other expenses
 

Other expenses increased by $9 million to $10 million for the six months ended June 30, 2023 from $1 million for the six months ended June 30, 2022, primarily due to a $7 million increase in provisions.

Net finance costs
 

Net finance costs decreased by $166 million, or 96%, to $7 million for the six months ended June 30, 2023 from $173 million for the six months ended June 30, 2022. The decrease in net finance costs was primarily due to an $87 million decrease in unfavorable fair value adjustments for certain investments, a $70 million increase in interest income due to higher interest rates and a $9 million decrease in interest costs.

Key Non-IFRS Financial Measures

In addition to the measures presented in our consolidated financial statements, we use the following key non-IFRS financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

Total Segment Adjusted EBITDA

Total Segment Adjusted EBITDA is a non-IFRS financial measure representing the sum of Segment Adjusted EBITDA of our four business segments. Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. Total Segment Adjusted EBITDA and Segment Adjusted EBITDA also reflect any applicable exclusions from Adjusted EBITDA. See “Adjusted EBITDA” below. Total Segment Adjusted EBITDA and Segment Adjusted EBITDA each have limitations as financial measures, should be considered as supplemental in nature, and are not meant as a substitute for the related financial information prepared in accordance with IFRS. For a reconciliation of Total Segment Adjusted EBITDA to the most directly comparable IFRS measure, see the section titled “—Reconciliation of Non-IFRS Financial Measures.”

Regional corporate costs are costs that have not been attributed to any of the business segments, including certain cost of revenue, regional research and development expenses, general and administrative expenses and marketing expenses. These regional cost of revenue include cloud computing costs. These regional research and development expenses also include mapping and payment technologies and support and development of the internal technology infrastructure. These general and administrative expenses also include certain shared costs such as finance, accounting, tax, human resources, technology and legal costs. Regional corporate costs exclude share-based compensation expenses and capitalized software costs. Total Segment Adjusted EBITDA is a useful indicator of the economics of our segments, as it does not include regional corporate costs.

The table below sets forth Total Segment Adjusted EBITDA for the periods indicated.

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Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure calculated as net loss adjusted to exclude: (i) net interest income (expenses), (ii) net other income (expenses), (iii) income tax expenses (credit), (iv) depreciation and amortization, (v) share-based compensation expenses, (vi) costs related to mergers and acquisitions, (vii) unrealized foreign exchange gain (loss), (viii) impairment loss on goodwill and non-financial assets, (ix) fair value changes on investments, (x) restructuring costs, (xi) legal, tax and regulatory settlement provisions and (xii) share listing and associated expenses.

Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with IFRS. For a reconciliation of Adjusted EBITDA to the most directly comparable IFRS measure see the section titled “—Reconciliation of Non-IFRS Financial Measures.”

Reconciliation of Non-IFRS Financial Measures

To supplement our financial information, we use the following non-IFRS financial measures: Adjusted EBITDA, Segment Adjusted EBITDA and Total Segment Adjusted EBITDA. However, the definitions of our non-IFRS financial measures may be different from those used by other companies, and therefore, may not be comparable. Furthermore, these non-IFRS financial measures have certain limitations in that they do not include the impact of certain expenses reflected in our consolidated financial statements that are necessary to run our business. Thus, these non-IFRS financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with IFRS.

We compensate for these limitations by providing a reconciliation of these non-IFRS financial measures to the related IFRS financial measures. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-IFRS financial measures in conjunction with their respective related IFRS financial measures.

The following tables provide reconciliations of Adjusted EBITDA, Segment Adjusted EBITDA and Total Segment Adjusted EBITDA.

Note:

* Amount less than $1 million

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Financial Measures by Business Segment

Deliveries

The table below highlights key financial measures for our deliveries segment.