UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Grab Holdings Limited |
| (Name of Issuer) |
| Class A ordinary shares, par value $0.000001 per share |
| (Title of Class of Securities) |
| G4124C109 |
| (CUSIP Number) |
| December 1, 2021 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON Didi Global Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER — |
| 6 | SHARED VOTING POWER 280,175,307 | |
| 7 | SOLE DISPOSITIVE POWER — | |
| 8 | SHARED DISPOSITIVE POWER 280,175,307 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,175,307(1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%(2)(3) |
| 12 | TYPE OF REPORTING PERSON CO |
| (1) | Represents shares held through Didi Global Inc., formerly known as Xiaoju Kuaizhi Inc., and Marvelous Yarra Limited, a wholly owned subsidiary of Didi Global Inc. |
| (2) | Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth in Row 9 by (b) all of the Issuer’s Class A ordinary shares and Class B ordinary shares, as converted only for the purpose of computing the percentage ownership of the Reporting Persons and reported by the Issuer on Form 424(b)(3) filed with the Commission on November 19, 2021. |
| (3) | Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to forty-five votes. |
| 1 | NAME OF REPORTING PERSON Marvelous Yarra Limited | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER — |
| 6 | SHARED VOTING POWER 280,175,307 | |
| 7 | SOLE DISPOSITIVE POWER — | |
| 8 | SHARED DISPOSITIVE POWER 280,175,307 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,175,307(1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%(2)(3) |
| 12 | TYPE OF REPORTING PERSON CO |
| (1) | Represents shares held through Didi Global Inc., formerly known as Xiaoju Kuaizhi Inc., and Marvelous Yarra Limited, a wholly owned subsidiary of Didi Global Inc. |
| (2) | Represents the quotient obtained by dividing (a) the number of Class A ordinary shares beneficially owned by the Reporting Persons as set forth in Row 9 by (b) all of the Issuer’s Class A ordinary shares and Class B ordinary shares, as converted only for the purpose of computing the percentage ownership of the Reporting Persons and reported by the Issuer on Form 424(b)(3) filed with the Commission on November 19, 2021. |
| (3) | Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to forty-five votes. |
| ITEM 1. | (a) | Name of Issuer: |
Grab Holdings Limited (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
3 Media Close, #01-03/06, Singapore 138498.
| ITEM 2. | (a) | Name of Person Filing: |
This Schedule 13G is being filed by Didi Global Inc. and Marvelous Yarra Limited (each a “Reporting Person”, and collectively, the “Reporting Persons”).
| (b) | Address of Principal Business Office, or if None, Residence: |
The address of the Reporting Persons is No. 1 Block B, Shangdong Digital Valley, No. 8 Dongbeiwang West Road, Haidian District, Beijing, People’s Republic of China.
| (c) | Citizenship or Place of Organization: |
See row 4 of the cover pages to this Schedule 13G.
| (d) | Title of Class of Securities: |
This Schedule 13G relates to the Issuer’s Class A ordinary shares, par value $0.000001 per share.
| (e) | CUSIP Number: |
G4124C109
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
| o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| o | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| o | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| o | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
| ITEM 4. | OWNERSHIP. |
The information with respect to the Reporting Persons’ ownership is incorporated by reference to items (5) - (9) and (11) of the cover pages to this Schedule 13G for the Reporting Persons, respectively.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ☐
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not Applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
Not Applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not Applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not Applicable.
| ITEM 10. | CERTIFICATIONS. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2021
| Didi Global Inc. | |
| By: /s/ Will Wei Cheng | |
| Name: Will Wei Cheng | |
| Title: Chairman of the Board of Directors and Chief Executive Officer |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2021
| Marvelous Yarra Limited | |
| By: /s/ Will Wei Cheng | |
| Name: Will Wei Cheng | |
| Title: Director |
