
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGEACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from _______ to _______OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934Date of event requiring this shell company reportCommission file number: 001-41110__________________________________________ GRAB HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) __________________________________________Not Applicable(Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)3 Media Close, #01-03/06Singapore138498(Address of principal executive offices)Liam Barker855-739-7864investor.relations@grab.comGrab Holdings Limited3 Media Close, #01-03/06Singapore 138498(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered, pursuant to Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredClass A ordinary shares, par value $0.000001 per shareGRABThe Nasdaq Stock Market LLCWarrants, each exercisable for one Class A ordinary share at anexercise price of $11.50GRABWThe Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: (Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class) If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent tothe distribution of securities under a plan confirmed by a court.YesNo TABLE OF CONTENTS CONVENTIONS AND FREQUENTLY USED TERMS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6PART I8ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE8ITEM 3.KEY INFORMATION8ITEM 4.INFORMATION ON THE COMPANY52ITEM 4A.UNRESOLVED STAFF COMMENTS82ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS83ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES104ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS118ITEM 8.FINANCIAL INFORMATION122ITEM 9.THE OFFER AND LISTING123ITEM 10.ADDITIONAL INFORMATION123ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK131ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES132PART II133ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES133ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS133ITEM 15.CONTROLS AND PROCEDURES133ITEM 16.[RESERVED]134ITEM 16A.AUDIT COMMITTEE AND FINANCIAL EXPERT134ITEM 16B.CODE OF ETHICS134ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES134ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES134ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS134ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT135ITEM 16G.CORPORATE GOVERNANCE135ITEM 16H.MINE SAFETY DISCLOSURE135ITEM 16I.DISCLOS