Business Context and Reporting Period
This filing is a Shell Company Report on Form 20-F for Grab Holdings Ltd (GHL), a Cayman Islands exempted company. The report covers the consummation of a business combination with Altimeter Growth Corp. (AGC) and Grab Holdings Inc. (GHI) on December 1, 2021. Following this transaction, GHL became the consolidating entity, and its Class A ordinary shares and warrants began trading on the Nasdaq Stock Market under the symbols GRAB and GRABW on December 2, 2021.
Key Financial Metrics
The filing provides unaudited pro forma combined capitalization data as of June 30, 2021, reflecting the business combination and related financing. Specific revenue, profit, or cash flow figures for the reporting period are not included in this text, as the operating and financial review is incorporated by reference from a separate Form F-4.
| Metric | Value (Pro Forma as of June 30, 2021) |
|---|---|
| Cash and Cash Equivalents | $7,931 million |
| Total Equity | $9,064 million |
| Total Indebtedness | $2,120 million |
| Total Capitalization | $11,184 million |
Capital Structure: As of the filing date, there were 3,618,207,772 Class A ordinary shares, 122,882,309 Class B ordinary shares, and 26,000,000 warrants outstanding.
Material Changes and Financing
The primary material change is the completion of the business combination, which resulted in GHI and AGC becoming wholly-owned subsidiaries of GHL. Significant capital was raised through the following mechanisms:
- PIPE Investment: $3.265 billion raised from third-party investors for 326.5 million Class A shares at $10 per share.
- Sponsor Subscription: $575 million raised from the Sponsor Affiliate for 57.5 million Class A shares.
- Forward Purchase Agreements: $200 million raised from JS Securities ($25 million) and Sponsor Affiliate ($175 million) for shares and warrants.
- Backstop Agreement: Sponsor Affiliate agreed to backstop SPAC share redemptions.
Guidance, Risks, and Contingencies
Forward-Looking Statements: The filing contains forward-looking statements regarding future results and performance, which are subject to significant risks and uncertainties. The company explicitly states it undertakes no obligation to update these statements.
Risk Factors: Detailed risk factors are incorporated by reference from the Form F-4. Key structural risks include:
- Control Structures: In Indonesia, Vietnam, Thailand, and the Philippines, Grab utilizes contractual arrangements and tiered shareholding structures to consolidate financial results despite not always holding majority equity ownership.
- Legal Proceedings: Legal or arbitration proceedings are referenced but detailed in the Form F-4.
- Regulatory Environment: As a foreign private issuer, the company is subject to different reporting requirements than U.S. domestic companies.
Investor Verification Checklist
- Verify the Form F-4 (Registration Statement No. 333-258349) for detailed revenue, profit, cash flow, and margin data, as this Shell Company Report incorporates that information by reference.
- Review the Shareholders' Deed to understand the voting control dynamics, specifically how CEO Anthony Tan controls 63.2% of voting power through Class B shares and proxy arrangements.
- Confirm the terms of the Warrants (26 million total), noting the $11.50 exercise price and the December 1, 2026 expiration date.
- Examine the Pro Forma Financial Information (Exhibit 15.1) to assess the combined balance sheet impact of the SPAC merger and PIPE financing.
- Check for updates on Legal Proceedings and Risk Factors detailed in the Form F-4, particularly regarding regulatory challenges in Southeast Asian markets.