Amendment: SEC Form SCHEDULE 13D/A filed by Dada Nexus Limited
$DADA
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Dada Nexus Limited (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
23344D108 (CUSIP Number) |
JD.com, Inc. 20th Fl, Build A, No.18 Kechuang 11 St, Yizhuang Eco & Tech Dev Zone, Daxing Dis Bejing, F4, 101000 86 10 8911-8888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 23344D108 |
| 1 |
Name of reporting person
JD.com, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
63.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
(1) Includes (i) 543,635,690 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 113,588,828 ordinary shares of the issuer (including 6,526,887 ADSs) directly held by Windcreek Limited. Each of JD Sunflower Investment Limited and Windcreek Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which in turn is a direct wholly-owned subsidiary of JD.com, Inc. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD.com, Inc. and JD.com Investment Limited may be deemed to beneficially own all of the ordinary shares of the issuer (including ordinary shares of the issuer represented by ADSs) held by JD Sunflower Investment Limited and Windcreek Limited respectively in the issuer and share with JD Sunflower Investment Limited and Windcreek Limited respectively the voting power and dispositive power of such shares.
(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 23344D108 |
| 1 |
Name of reporting person
JD.com Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
63.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes (i) 543,635,690 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 113,588,828 ordinary shares of the issuer (including 6,526,887 ADSs) directly held by Windcreek Limited. Each of JD Sunflower Investment Limited and Windcreek Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which in turn is a direct wholly-owned subsidiary of JD.com, Inc. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD.com, Inc. and JD.com Investment Limited may be deemed to beneficially own all of the ordinary shares of the issuer (including ordinary shares of the issuer represented by ADSs) held by JD Sunflower Investment Limited and Windcreek Limited respectively in the issuer and share with JD Sunflower Investment Limited and Windcreek Limited respectively the voting power and dispositive power of such shares.
(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 23344D108 |
| 1 |
Name of reporting person
JD Sunflower Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
543,635,690.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
52.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | 23344D108 |
| 1 |
Name of reporting person
Windcreek Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,588,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the issuer directly held by Windcreek Limited.
(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Dada Nexus Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
22/F, Oriental Fisherman's Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai,
CHINA
, 200082. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on March 4, 2022 (the "Original Schedule 13D"), as amended by an amendment No. 1 on April 26, 2023 (the "Amendment No. 1"), an amendment No. 2 on April 28, 2023 (the "Amendment No. 2") and an amendment No. 3 on September 16, 2024 (the "Amendment No. 3" and, together with the Original Schedule 13D, the Amendment No. 1 and the Amendment No. 2, the "Statement") filed by JD.com, Inc. ("JD"), JD.com Investment Limited ("JD Investment"), JD Sunflower Investment Limited ("JD Sunflower") and Windcreek Limited (each a "Reporting Person" and collectively, the "Reporting Persons"), with respect to ordinary shares, par value $0.0001 per share, of Dada Nexus Limited, a company incorporated under the laws of the Cayman Islands (the "Issuer"), whose principal executive offices are located at 22/F, Oriental Fisherman's Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai 200082, People's Republic of China.
Except as provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 4 have the meanings ascribed to them in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:
(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the persons listed in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (d) | See Item 2(a) above | |
| (e) | See Item 2(a) above | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented by the following:
On January 25, 2025, JD submitted a preliminary non-binding proposal (the "Proposal") to the Issuer's board of directors. In the Proposal, JD proposed to acquire all the Ordinary Shares not currently held by the Reporting Persons for US$0.5 per share or US$2.0 per ADS in cash. It is anticipated that the acquisition of the Ordinary Shares not currently held by the Reporting Persons will be funded by JD's and/or the other Reporting Persons' available cash. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:
On January 25, 2025, JD submitted the Proposal to the Issuer's board of directors, proposing to acquire all the Ordinary Shares not currently held by the Reporting Persons for US$0.5 per share or US$2.0 per ADS in cash.
The transactions contemplated by the Proposal (the "Proposed Transaction") is subject to a number of conditions, including, among other things, the negotiation and execution of a definitive agreement and other related agreements mutually acceptable in form and substance to JD and the Issuer. Neither JD nor the Issuer is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then will be on the terms provided in such documentation.
If the Proposed Transaction is completed, the ADSs of the Issuer would be delisted from the Nasdaq Global Select Market, and the Issuer's obligation to file periodic reports under the Securities Exchange Act of 1934, as amended, would terminate.
The descriptions of the Proposal in this Amendment No. 4 are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 99.9 and incorporated herein by reference in its entirety. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Statement is hereby amended and supplemented by the following:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 4 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days. | |
| (d) | Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby amended and supplemented by the following:
The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Statement is hereby amended and supplemented by the following:
Exhibit 99.9 - Non-Binding Proposal Letter from JD to the Issuer's Board of Directors, dated January 25, 2025
Exhibit 99.A - Schedule A | ||
| 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.
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